Senior Secured Phase-In-Recovery Bonds

Ohio Phase-In-Recovery Funding LLC
Issuing Entity
Senior Secured Phase-In-Recovery Bonds

Tranche Expected Average Life (Years) Principal Amount Issued Scheduled Final Payment Date Final Maturity Date Interest Rate Initial Price to Public Underwriting Discounts and Commissions Proceeds to Issuer(Before Expenses)
A-1 2.25 $164,900,000 7/1/2017 7/1/2018 0.958% 99.99826% 0.40% $164,237,530.74
A-2 5.08 $102,508,000 7/1/2019 7/1/2020 2.049% 99.99694% 0.40% $102,094,831.26

The total initial price to the public is $267,401,994. The total amount of the underwriting discounts and commissions is $1,069,632. The total amount of proceeds to the issuing entity before deduction of expenses (estimated to be $2,670,763) is $266,332,362.

Investing in the Senior Secured Phase-In-Recovery Bonds involves risks. Please read “Risk Factors” on page 10 of the accompanying prospectus.

Ohio Phase-In-Recovery Funding LLC, or the issuing entity, is issuing $267,408,000 of Senior Secured Phase-In-Recovery Bonds, referred to herein as phase-in-recovery bonds or the bonds in two tranches. Ohio Power Company, or OPCo, is the depositor, seller, initial servicer and sponsor with regard to the bonds. The bonds are senior secured obligations of the issuing entity supported by the phase-in-recovery property described in this prospectus supplement, which includes the right to a special, irrevocable nonbypassable charge, known as a phase-in-recovery charge, paid by retail electric customers of OPCo (or any successor) based on their consumption of electricity as discussed in this prospectus supplement and in the accompanying prospectus. The Securitization Law (as defined herein) mandates that phase-in-recovery charges be adjusted annually, and the Public Utilities Commission of Ohio, or the PUCO, further requires such true-ups to occur semi-annually after the first annual true-up adjustment, if necessary, in each case to ensure the expected recovery of amounts sufficient to timely provide all scheduled payments of principal and interest on the bonds and other ongoing financing costs, as described further in this prospectus supplement and the accompanying prospectus. Credit enhancement for the bonds will be provided by such statutory true-up adjustments as well as by accounts held under the indenture.

The bonds represent obligations only of the issuing entity and do not represent obligations of OPCo or any of its affiliates other than the issuing entity. The bonds are secured by the assets of the issuing entity, consisting principally of the phase-in-recovery property and funds on deposit in the collection account for the bonds and related subaccounts. Please read “The Bonds—The Collateral” and “—The Phase-In-Recovery Property” and “Credit Enhancement” in this prospectus supplement. The bonds are not a debt or a pledge of the faith and credit or taxing power of the State of Ohio or of any county, municipal corporation or any other political subdivision of the State of Ohio.

Additional information is contained in the accompanying prospectus. You should read this prospectus supplement and the accompanying prospectus carefully before you decide to invest in the bonds. his prospectus supplement may not be used to offer or sell the bonds unless accompanied by the prospectus.

Matters relating to the structuring, marketing and pricing of the bonds have been considered jointly with the PUCO, acting through Oxford Advisors LLC and Public Resources Advisory Group, as its joint independent financial advisors.