Obligation Appalachian Energy 4.45% ( US037735CV70 ) en USD

Appalachian Energy

80.462 % ▲

Etats-unis

US037735CV70 ( en USD )

4.45% par an ( paiement semestriel )

31/05/2045

Prospectus brochure de l'obligation Appalachian Power US037735CV70 en USD 4.45%, échéance 31/05/2045

037735CV7

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

01/06/2026 ( Dans 60 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 US037735CV70, paye un coupon de 4.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/05/2045

L'Obligation émise par Appalachian Energy ( Etats-unis ) , en USD, avec le code ISIN US037735CV70, 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 US037735CV70, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B2 1 d922709d424b2.htm FINAL PROSPECTUS SUPPLEMENT
File d pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion N o. 3 3 3 -2 0 0 7 5 0

Prospe c t us Supple m e nt
(To Prospectus dated December 18, 2014)
$650,000,000
Appa la c hia n Pow e r Com pa ny
$300,000,000 3.400% Senior Notes, Series V, due 2025
$350,000,000 4.450% Senior Notes, Series W, due 2045

Interest on the Series V Notes and the Series W Notes (collectively, the "Senior Notes") is payable semi-annually on June 1
and December 1 of each year, beginning on December 1, 2015. The Series V Notes will mature on June 1, 2025. The Series W
Notes will mature on June 1, 2045. 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 prices 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 Series
Per Series

V Note

Total

W Note

Total

Public offering price(1)

99.645%
$298,935,000
99.277%
$347,469,500
Underwriting discount

0.650%
$
1,950,000
0.875%
$
3,062,500
Proceeds, before expenses, to Appalachian Power Company(1)
98.995%
$296,985,000
98.402%
$344,407,000

(1)
Plus accrued interest, if any, from May 18, 2015.

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 18, 2015.

Joint Book-Running Managers

Goldm a n, Sa c hs & Co.

U S Ba nc orp

We lls Fa rgo Se c urit ie s

BN Y M e llon Ca pit a l M a rk e t s, LLC

K e yBa nc Ca pit a l M a rk e t s

M U FG

Co-Managers

BofA M e rrill Lync h

Fift h T hird Se c urit ie s

PN C Ca pit a l M a rk e t s LLC

RBC Ca pit a l M a rk e t s
The date of this prospectus supplement is May 11, 2015.
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
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Final Prospectus Supplement
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

Page
RISK FACTORS
S-3
USE OF PROCEEDS
S-3
SUPPLEMENTAL DESCRIPTION OF THE SENIOR NOTES
S-3
UNDERWRITING
S-7
LEGAL OPINIONS
S-9
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 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, 2014, and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 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 to
partially fund the payment at maturity of $300,000,000 aggregate principal amount of our outstanding 3.40% Senior Notes, Series S, due May 24,
2015 and the redemption of the entire $350,000,000 aggregate principal amount of our outstanding 7.95% Senior Notes, Series R, due January 15,
2020. 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 (the "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 Series V Notes and the Series W Notes will initially be issued in an aggregate principal amount of $300,000,000 and $350,000,000,
respectively. We may at any time and from time to time, without consent of the holders of either series 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 applicable Senior Notes. These additional notes, together with the applicable Senior
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Final Prospectus Supplement
Notes, will constitute a single series of notes under the Indenture.
The Series V Notes will mature and become due and payable, together with any accrued and unpaid interest, on June 1, 2025 and will bear
interest at the rate of 3.400% per year from May 18, 2015 until June 1, 2025. The Series W Notes will mature and become due and payable,
together with any accrued and unpaid interest, on June 1, 2045 and will bear interest at the rate of 4.450% per year from May 18, 2015 until June 1,
2045. Neither series of Senior Notes is subject to any sinking fund provision.

S-3
Interest on each series of Senior Notes will be payable semi-annually in arrears on each June 1 and December 1 and at redemption, if any, or
maturity. The initial interest payment date is December 1, 2015. 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 15 or November 15 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 March 1, 2025, we may redeem the Series V 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 Series V Notes being redeemed and (2) the sum of the present values of the remaining scheduled
payments of principal and interest on the Series V 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 March 1, 2025, we may redeem the Series V Notes in whole or in part at 100% of the principal amount of the Series
V Notes being redeemed, plus accrued and unpaid interest thereon to but excluding the date of redemption.
At any time prior to December 1, 2044, we may redeem the Series W 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 Series W Notes being redeemed and (2) the sum of the present values of the remaining scheduled
payments of principal and interest on the Series W Notes being redeemed (excluding

S-4
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 25 basis points, plus, in each case, accrued and unpaid interest thereon to but excluding the date of redemption.
At any time on or after December 1, 2044, we may redeem the Series W Notes in whole or in part at 100% of the principal amount of the
Series W 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 applicable series of the Senior Notes that would be utilized, at the time of selection and
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Final Prospectus Supplement
in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining life of
the applicable series 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 of such Reference Treasury Dealer Quotations, or (2) if we obtain fewer than four of
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 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 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:

S-5
·
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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Final Prospectus Supplement
S-6
UNDERWRITING
Goldman, Sachs & Co., U.S. Bancorp Investments, 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
Principal Amount
Underwriter

of Series V Notes
of Series W Notes
Goldman, Sachs & Co.

$
42,000,000
$
49,000,000
U.S. Bancorp Investments, Inc.

42,000,000

49,000,000
Wells Fargo Securities, LLC

42,000,000

49,000,000
BNY Mellon Capital Markets, LLC

42,000,000

49,000,000
KeyBanc Capital Markets Inc.

42,000,000

49,000,000
Mitsubishi UFJ Securities (USA), Inc.

42,000,000

49,000,000
Fifth Third Securities, Inc.

12,000,000

14,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

12,000,000

14,000,000
PNC Capital Markets LLC

12,000,000

14,000,000
RBC Capital Markets, LLC

12,000,000

14,000,000

Total
$
300,000,000
$
350,000,000

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
$455,000 for the Series V Notes and $530,000 for the Series W Notes 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 0.400% per Series
V Note and not in excess of 0.500% per Series W Note. The underwriters may allow, and those dealers may reallow, a discount not in excess of
0.250% per Series V Note and not in excess of 0.250% per Series W Note to certain other dealers. After the initial public offering, the public
offering price, concession and discount applicable to each series of Senior Notes 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 or
automated quotation system. 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.

S-7
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.
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
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Final Prospectus Supplement
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.
If any of the underwriters or their affiliates have a lending relationship with us, certain of those underwriters or their affiliates routinely hedge,
and certain other of those underwriters or their affiliates may hedge, their credit exposure to us consistent with their customary risk management
policies. Typically, these underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the
purchase of credit default swaps or the creation of short positions in our securities, including potentially the Senior Notes offered hereby. Any such
credit default swaps or short positions could adversely affect future trading prices of the Senior Notes offered hereby. The underwriters and their
affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or
financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
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.

S-8
We expect delivery of the Senior Notes will be made against payment therefor on or about May 18, 2015, which is the fifth business day
following the pricing of the Senior Notes (such settlement being referred to as "T+5"). Under Rule 15c6-1 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") trades in the secondary market generally are required to settle in three business days unless the parties to that
trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Senior Notes on the date of pricing or the next succeeding business
day will be required, by virtue of the fact that the Senior Notes will settle in T+5, to specify an alternative settlement cycle at the time of any such
trade to prevent failed settlement and should consult their own advisors.
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 Senior Notes for us. Hunton & Williams
LLP, New York, New York will issue an opinion for the underwriters. From time to time, Hunton & Williams LLP acts as counsel to our affiliates
for some matters.
EXPERTS
The consolidated financial statements and the related financial statement schedule, incorporated by reference in the Prospectus to which this
Prospectus Supplement relates from the Appalachian Power Company Annual Report on Form 10-K for the year ended December 31, 2014, have
been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports which are incorporated herein
by reference. Such consolidated financial statements and financial statement schedule have been so incorporated in reliance upon the reports of
such firm given upon their authority as experts in accounting and auditing.

S-9
PROSPECTUS
APPALACHIAN POWER COMPANY
1 RIVERSIDE PLAZA
COLUMBUS, OHIO 43215
(614) 716-1000
$750,000,000
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
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Final Prospectus Supplement
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 60 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 monthly, 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"
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 December 18, 2014.
THE COMPANY
We generate, sell, purchase, transmit and distribute electric power. We serve approximately 1,000,000 retail customers in the southwestern portion
of Virginia and southern West Virginia. We also sell and market electric power at wholesale to other electric utilities, municipalities, electric
cooperatives and market participants. 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 the notes involves risk. Please see the risk factors described in our most recent Annual Report on Form 10-K for the fiscal year ended
December 31, 2013 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 the notes.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement we filed with the Securities and Exchange Commission ("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
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Final Prospectus Supplement
rooms. You may also examine our SEC filings through the SEC's website 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

2
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, 2013; and

·
Quarterly Report on Form 10-Q for the quarter ended March 31, 2014; Quarterly Report on Form 10-Q for the quarter ended June 30,

2014; and Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.

·
Current Reports on Form 8-K dated January 1, 2014 and May 8, 2014.
You may request a copy of these filings, at no cost, by writing or telephoning us at the following address:
Investor Relations
American Electric Power Service Corporation
1 Riverside Plaza
Columbus, Ohio 43215
614-716-1000
You should rely only on the information incorporated by reference or provided in this prospectus or any supplement and in any written
communication from us or any underwriter specifying the final terms of the particular offering. We have not authorized anyone else to provide you
with different information. We are not making an offer of these notes in any state where the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate as of any date other than the date on the front of those documents.
RATIO OF EARNINGS TO FIXED CHARGES
The Ratio of Earnings to Fixed Charges for each of the periods indicated is as follows:

Twelve Months Period Ended

Ratio
December 31, 2009

1.93
December 31, 2010

1.96
December 31, 2011

2.16
December 31, 2012

3.01
December 31, 2013

2.61
September 30, 2014

2.67
The Ratio of Earnings to Fixed Charges for the nine months ended September 30, 2014 was 2.86. For current information on the Ratio of Earnings
to Fixed Charges, please see our most recent Form 10-Q. See Where You Can Find More Information on the previous page.

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USE OF PROCEEDS
Unless otherwise stated in a prospectus supplement, the net proceeds from the sale of the notes will be used for funding our construction program
and for other general corporate purposes relating to our utility business. These purposes may include redeeming or repurchasing outstanding debt
(including the repayment of advances from affiliates) and replenishing working capital. If we do not use the net proceeds immediately, we will
temporarily invest them in short-term, interest-bearing obligations. We estimate that our construction costs in 2015 will approximate $616 million.
DESCRIPTION OF THE NOTES
General
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Final Prospectus Supplement
We will issue the notes under an Indenture dated January 1, 1998 (as previously supplemented and amended, the "Indenture") between us and The
Bank of New York, through its successor The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). This prospectus briefly
outlines some provisions of the Indenture. If you would like more information on these provisions, you should review the Indenture and any
supplemental indentures or company orders that we have filed or will file with the SEC. See Where You Can Find More Information on how to
locate these documents. You may also review these documents at the Trustee's offices at 2 North LaSalle Street, Chicago, Illinois.
The Indenture does not limit the amount of notes that may be issued. The Indenture permits us to issue notes in one or more series or tranches upon
the approval of our board of directors and as described in one or more company orders or supplemental indentures. Each series of notes may differ
as to their terms. The Indenture also gives us the ability to reopen a previous issue of a series of notes and issue additional notes of such series.
The notes are unsecured and will rank equally with all our unsecured unsubordinated debt. For current information on our debt outstanding see our
most recent Form 10-K and Form 10-Q. See Where You Can Find More Information.
The notes will be denominated in U.S. dollars and we will pay principal and interest in U.S. dollars. Unless an applicable pricing or prospectus
supplement states otherwise, the notes will not be subject to any conversion, amortization, or sinking fund. We expect that the notes will be "book-
entry," represented by a permanent global note registered in the name of The Depository Trust Company, or its nominee. We reserve the right,
however, to issue note certificates registered in the name of the noteholders.
In the discussion that follows, whenever we talk about paying principal on the notes, we mean at maturity or redemption. Also, in discussing the
time for notices and how the different interest rates are calculated, all times are New York City time and all references to New York mean the City
of New York, unless otherwise noted.
The following terms may apply to each note as specified in the applicable pricing or prospectus supplement and the note.

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Redemptions
If we issue redeemable notes, we may redeem such notes at our option unless an applicable pricing or prospectus supplement states otherwise. The
pricing or prospectus supplement will state the terms of redemption. We may redeem notes in whole or in part by delivering written notice to the
noteholders no more than 60, and not less than 30, days prior to redemption. If we do not redeem all the notes of a series at one time, DTC, in the
case of notes represented by a global security, will select the particular notes or portions thereof for redemption from the outstanding notes not
previously redeemed in accordance with applicable procedures of DTC. If note certificates are outstanding, the Trustee selects the notes to be
redeemed by lot or in such other manner it determines to be fair.
Remarketed Notes
If we issue notes with remarketing features, an applicable pricing or prospectus supplement will describe the terms for the notes including: interest
rate, remarketing provisions, our right to redeem notes, the holders' right to tender notes, and any other provisions.
Book-Entry Notes Registration, Transfer, and Payment of Interest and Principal
Unless otherwise stated in a prospectus supplement, the Depository Trust Company ("DTC"), New York, New York, will act as securities
depository for the notes. The notes will be issued as fully-registered notes registered in the name of Cede & Co. (DTC's partnership nominee) or
such other name as may be requested by an authorized representative of DTC. One fully-registered note certificate will be issued for each issue of
the notes, each in the aggregate principal amount of such issue, and will be deposited with DTC.
DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity
issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct
Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions
in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates
the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks,
trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing
Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation,
all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available
to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or
maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The DTC Rules applicable to its
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Final Prospectus Supplement
Participants are on file with the SEC. More information about DTC can be found at www.dtcc.com.

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Purchases of notes under the DTC system must be made by or through Direct Participants, which will receive a credit for the notes on DTC's
records. The ownership interest of each actual purchaser of each note ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however,
expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or
Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the notes are to be
accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in notes, except in the event that use of the book-entry system for the notes is
discontinued.
To facilitate subsequent transfers, all notes deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of notes with DTC and their registration
in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the notes; DTC's records reflect only the identity of the Direct Participants to whose accounts such notes are credited, which
may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. Beneficial Owners of notes may wish to take certain steps to augment the transmission to them
of notices of significant events with respect to the notes, such as redemptions, tenders, defaults, and proposed amendments to the notes documents.
For example, Beneficial Owners of notes may wish to ascertain that the nominee holding the notes for their benefit has agreed to obtain and
transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and
request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the notes are being redeemed, DTC's practice is to determine by lot the amount of the
interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the notes unless authorized by a Direct Participant
in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to us as soon as possible after the record
date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the notes are credited on
the record date (identified in a listing attached to the Omnibus Proxy).
Redemption proceeds and distributions on the notes will be made to Cede & Co., or such other nominee as may be requested by an authorized
representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information
from us or the Trustee on the payable date in accordance with their respective

6
holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with notes held for the accounts of customers in bearer form or registered in "street name", and will be the responsibility of
such Participant and not of DTC, the Trustee or us, subject to any statutory or regulatory requirements as may be in effect from time to time.
Payment of redemption proceeds and distributions to Cede & Co. (or such other nominee as may be requested by an authorized representative of
DTC) is our responsibility, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
A Beneficial Owner shall give notice to elect to have its notes purchased or tendered, through its Participant, to the Tender/Remarketing Agent,
and shall effect delivery of such notes by causing the Direct Participant to transfer the Participant's interest in the notes, on DTC's records, to the
Tender/Remarketing Agent. The requirement for physical delivery of the notes in connection with an optional tender or a mandatory purchase will
be deemed satisfied when the ownership rights in the notes are transferred by Direct Participants on DTC's records and followed by a book-entry
credit of tendered notes to the Tender/Remarketing Agent's DTC account.
DTC may discontinue providing its services as depository with respect to the notes at any time by giving reasonable notice to us. Under such
circumstances, in the event that a successor depository is not obtained, note certificates are required to be printed and delivered.
We may decide to discontinue use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event,
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