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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2014

Book Values and Fair Values of Long-term Debt

	March 31, 2014				December 31, 2013
	Book Value		Fair Value		Book Value		Fair Value
	(in millions)
Long-term Debt	$	18,087	$	19,738	$	18,377	$	19,672

Other Temporary Investments

			March 31, 2014
					Gross		Gross		Estimated
					Unrealized		Unrealized		Fair
Other Temporary Investments			Cost		Gains		Losses		Value
			(in millions)
Restricted Cash (a)			$	206	$	-	$	-	$	206
Fixed Income Securities:
	Mutual Funds			80		-		-		80
Equity Securities - Mutual Funds				13		11		-		24
Total Other Temporary Investments			$	299	$	11	$	-	$	310

			December 31, 2013
					Gross		Gross		Estimated
					Unrealized		Unrealized		Fair
Other Temporary Investments			Cost		Gains		Losses		Value
			(in millions)
Restricted Cash (a)			$	250	$	-	$	-	$	250
Fixed Income Securities:
	Mutual Funds			80		-		-		80
Equity Securities - Mutual Funds				12		11		-		23
Total Other Temporary Investments			$	342	$	11	$	-	$	353

(a)		Primarily represents amounts held for the repayment of debt.

Debt and Equity Securities Within Other Temporary Investments

	Three Months Ended March 31,
	2014		2013
	(in millions)
Proceeds from Investment Sales	$	-	$	-
Purchases of Investments		1		11
Gross Realized Gains on Investment Sales		-		-
Gross Realized Losses on Investment Sales		-		-

Nuclear Trust Fund Investments

		March 31, 2014						December 31, 2013
		Estimated		Gross		Other-Than-		Estimated		Gross		Other-Than-
		Fair		Unrealized		Temporary		Fair		Unrealized		Temporary
		Value		Gains		Impairments		Value		Gains		Impairments
		(in millions)
Cash and Cash Equivalents		$	12	$	-	$	-	$	19	$	-	$	-
Fixed Income Securities:
	United States Government		606		31		(4)		609		26		(4)
	Corporate Debt		43		4		(1)		37		2		(1)
	State and Local Government		281		1		-		255		1		-
	Subtotal Fixed Income Securities		930		36		(5)		901		29		(5)
Equity Securities - Domestic			1,020		514		(80)		1,012		506		(82)
Spent Nuclear Fuel and
	Decommissioning Trusts	$	1,962	$	550	$	(85)	$	1,932	$	535	$	(87)

Securities Activity Within the Decommissioning and SNF Trusts

	Three Months Ended March 31,
	2014		2013
	(in millions)
Proceeds from Investment Sales	$	148	$	168
Purchases of Investments		164		185
Gross Realized Gains on Investment Sales		8		3
Gross Realized Losses on Investment Sales		1		2

Contractual Maturities, Fair Value of Debt Securities in Nuclear Trusts

	Fair Value of
	Fixed Income
	Securities
	(in millions)
Within 1 year	$	82
1 year – 5 years		386
5 years – 10 years		193
After 10 years		269
Total	$	930

Fair Value, Assets and Liabilities Measured on Recurring Basis

Assets and Liabilities Measured at Fair Value on a Recurring Basis
March 31, 2014

			Level 1		Level 2		Level 3		Other		Total

Assets:			(in millions)

Cash and Cash Equivalents (a)			$	16	$	1	$	-	$	275	$	292

Other Temporary Investments
Restricted Cash (a)				187		7		-		12		206
Fixed Income Securities:
	Mutual Funds			80		-		-		-		80
Equity Securities - Mutual Funds (b)				24		-		-		-		24
Total Other Temporary Investments				291		7		-		12		310

Risk Management Assets
Risk Management Commodity Contracts (c) (d)				20		586		128		(364)		370
Cash Flow Hedges:
	Commodity Hedges (c)			-		21		2		(10)		13
Fair Value Hedges				-		2		-		2		4
De-designated Risk Management Contracts (e)				-		-		-		4		4
Total Risk Management Assets				20		609		130		(368)		391

Spent Nuclear Fuel and Decommissioning Trusts
Cash and Cash Equivalents (f)				3		-		-		9		12
Fixed Income Securities:
	United States Government			-		606		-		-		606
	Corporate Debt			-		43		-		-		43
	State and Local Government			-		281		-		-		281
		Subtotal Fixed Income Securities		-		930		-		-		930
Equity Securities - Domestic (b)				1,020		-		-		-		1,020
Total Spent Nuclear Fuel and Decommissioning Trusts				1,023		930		-		9		1,962

Total Assets			$	1,350	$	1,547	$	130	$	(72)	$	2,955

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (c) (d)			$	30	$	485	$	25	$	(362)	$	178
Cash Flow Hedges:
	Commodity Hedges (c)			-		15		-		(10)		5
	Interest Rate/Foreign Currency Hedges			-		2		-		-		2
Fair Value Hedges				-		10		-		2		12
Total Risk Management Liabilities			$	30	$	512	$	25	$	(370)	$	197

Assets and Liabilities Measured at Fair Value on a Recurring Basis
December 31, 2013

			Level 1		Level 2		Level 3		Other		Total

Assets:			(in millions)

Cash and Cash Equivalents (a)			$	16	$	1	$	-	$	101	$	118

Other Temporary Investments
Restricted Cash (a)				231		8		-		11		250
Fixed Income Securities:
	Mutual Funds			80		-		-		-		80
Equity Securities - Mutual Funds (b)				23		-		-		-		23
Total Other Temporary Investments				334		8		-		11		353

Risk Management Assets
Risk Management Commodity Contracts (c) (g)				22		549		142		(273)		440
Cash Flow Hedges:
	Commodity Hedges (c)			-		15		-		(8)		7
Fair Value Hedges				-		1		-		3		4
De-designated Risk Management Contracts (e)				-		-		-		6		6
Total Risk Management Assets				22		565		142		(272)		457

Spent Nuclear Fuel and Decommissioning Trusts
Cash and Cash Equivalents (f)				8		-		-		11		19
Fixed Income Securities:
	United States Government			-		609		-		-		609
	Corporate Debt			-		37		-		-		37
	State and Local Government			-		255		-		-		255
		Subtotal Fixed Income Securities		-		901		-		-		901
Equity Securities - Domestic (b)				1,012		-		-		-		1,012
Total Spent Nuclear Fuel and Decommissioning Trusts				1,020		901		-		11		1,932

Total Assets			$	1,392	$	1,475	$	142	$	(149)	$	2,860

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (c) (g)			$	30	$	475	$	22	$	(282)	$	245
Cash Flow Hedges:
	Commodity Hedges (c)			-		11		3		(8)		6
	Interest Rate/Foreign Currency Hedges			-		2		-		-		2
Fair Value Hedges				-		11		-		3		14
Total Risk Management Liabilities			$	30	$	499	$	25	$	(287)	$	267

(a) Amounts in ''Other'' column primarily represent cash deposits in bank accounts with financial institutions or with third parties. Level 1 and Level 2 amounts primarily represent investments in money market funds.

(b) Amounts represent publicly traded equity securities and equity-based mutual funds.

(c) Amounts in ''Other'' column primarily represent counterparty netting of risk management and hedging contracts and associated cash collateral under the accounting guidance for ''Derivatives and Hedging.''

(d) The March 31, 2014 maturity of the net fair value of risk management contracts prior to cash collateral, assets/(liabilities), is as follows: Level 1 matures $2 million in 2014, $(11) million in periods 2015-2017 and $(1) million in periods 2018-2019; Level 2 matures $32 million in 2014, $56 million in periods 2015-2017, $8 million in periods 2018-2019 and $5 million in periods 2020-2030; Level 3 matures $15 million in 2014, $49 million in periods 2015-2017, $16 million in periods 2018-2019 and $23 million in periods 2020-2030. Risk management commodity contracts are substantially comprised of power contracts.

(e) Represents contracts that were originally MTM but were subsequently elected as normal under the accounting guidance for ''Derivatives and Hedging.'' At the time of the normal election, the MTM value was frozen and no longer fair valued. This MTM value will be amortized into revenues over the remaining life of the contracts.

(f) Amounts in ''Other'' column primarily represent accrued interest receivables from financial institutions. Level 1 amounts primarily represent investments in money market funds.

(g) The December 31, 2013 maturity of the net fair value of risk management contracts prior to cash collateral, assets/(liabilities), is as follows: Level 1 matures $4 million in 2014, $(11) million in periods 2015-2017 and $(1) million in periods 2018-2019; Level 2 matures $25 million in 2014, $37 million in periods 2015-2017, $7 million in periods 2018-2019 and $5 million in periods 2020-2030; Level 3 matures $27 million in 2014, $60 million in periods 2015-2017, $14 million in periods 2018-2019 and $19 million in periods 2020-2030. Risk management commodity contracts are substantially comprised of power contracts.

Changes in Fair Value of Net Trading Derivatives and Other Investments

		Net Risk Management
Three Months Ended March 31, 2014		Assets (Liabilities)
		(in millions)
Balance as of December 31, 2013		$	117
Realized Gain (Loss) Included in Net Income (or Changes in Net Assets) (a) (b)			84
Unrealized Gain (Loss) Included in Net Income (or Changes in Net Assets)
	Relating to Assets Still Held at the Reporting Date (a)		(10)
Realized and Unrealized Gains (Losses) Included in Other Comprehensive Income			9
Purchases, Issuances and Settlements (c)			(100)
Transfers into Level 3 (d) (e)			(4)
Transfers out of Level 3 (e) (f)			(2)
Changes in Fair Value Allocated to Regulated Jurisdictions (g)			11
Balance as of March 31, 2014		$	105

		Net Risk Management
Three Months Ended March 31, 2013		Assets (Liabilities)
		(in millions)
Balance as of December 31, 2012		$	86
Realized Gain (Loss) Included in Net Income (or Changes in Net Assets) (a) (b)			(4)
Unrealized Gain (Loss) Included in Net Income (or Changes in Net Assets)
	Relating to Assets Still Held at the Reporting Date (a)		(5)
Realized and Unrealized Gains (Losses) Included in Other Comprehensive Income			1
Purchases, Issuances and Settlements (c)			(6)
Transfers into Level 3 (d) (e)			6
Transfers out of Level 3 (e) (f)			-
Changes in Fair Value Allocated to Regulated Jurisdictions (g)			(2)
Balance as of March 31, 2013		$	76

(a) Included in revenues on the condensed statements of income.

(b) Represents the change in fair value between the beginning of the reporting period and the settlement of the risk management commodity contract.

(d) Represents existing assets or liabilities that were previously categorized as Level 2.

(e) Transfers are recognized based on their value at the beginning of the reporting period that the transfer occurred.

(f) Represents existing assets or liabilities that were previously categorized as Level 3.

(g) Relates to the net gains (losses) of those contracts that are not reflected on the condensed statements of income. These net gains (losses) are recorded as regulatory liabilities/assets.

Significant Unobservable Inputs for Level 3

Significant Unobservable Inputs
March 31, 2014

	Fair Value				Valuation	Significant	Input/Range
	Assets		Liabilities		Technique	Unobservable Input	Low		High
	(in millions)
Energy Contracts	$	116	$	23	Discounted Cash Flow	Forward Market Price (a)	$	1.45	$	131.46
						Counterparty Credit Risk (b)		315
FTRs		14		2	Discounted Cash Flow	Forward Market Price (a)		(5.05)		9.17
Total	$	130	$	25

Significant Unobservable Inputs
December 31, 2013

	Fair Value				Valuation	Significant	Input/Range
	Assets		Liabilities		Technique	Unobservable Input	Low		High
	(in millions)
Energy Contracts	$	132	$	22	Discounted Cash Flow	Forward Market Price (a)	$	11.42	$	120.72
						Counterparty Credit Risk (b)		316
FTRs		10		3	Discounted Cash Flow	Forward Market Price (a)		(5.10)		10.44
Total	$	142	$	25

(a) Represents market prices in dollars per MWh.

(b) Represents average price of credit default swaps used to calculate counterparty credit risk, reported in basis points.

Appalachian Power Co [Member]

Book Values and Fair Values of Long-term Debt

	March 31, 2014				December 31, 2013
Company	Book Value		Fair Value		Book Value		Fair Value
	(in thousands)
APCo	$	4,194,516	$	4,730,819	$	4,194,357	$	4,587,079
I&M		2,012,844		2,203,640		2,039,016		2,174,891
OPCo		2,510,285		2,869,364		2,735,175		3,007,191
PSO		1,049,793		1,200,741		999,810		1,111,149
SWEPCo		2,041,796		2,277,262		2,043,332		2,214,730

Fair Value, Assets and Liabilities Measured on Recurring Basis

APCo
Assets and Liabilities Measured at Fair Value on a Recurring Basis
March 31, 2014

		Level 1		Level 2		Level 3		Other		Total

Assets:		(in thousands)

Restricted Cash for Securitized Funding (a)		$	13,536	$	-	$	-	$	36	$	13,572

Risk Management Assets
Risk Management Commodity Contracts (b) (c)			393		37,854		10,508		(18,979)		29,776
Cash Flow Hedges:
	Commodity Hedges (b)		-		224		-		(15)		209
Total Risk Management Assets			393		38,078		10,508		(18,994)		29,985

Total Assets:		$	13,929	$	38,078	$	10,508	$	(18,958)	$	43,557

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)		$	306	$	29,386	$	3,107	$	(20,309)	$	12,490
Cash Flow Hedges:
	Commodity Hedges (b)		-		90		-		(15)		75
Total Risk Management Liabilities		$	306	$	29,476	$	3,107	$	(20,324)	$	12,565

APCo
Assets and Liabilities Measured at Fair Value on a Recurring Basis
December 31, 2013

		Level 1		Level 2		Level 3		Other		Total

Assets:		(in thousands)

Restricted Cash for Securitized Funding (a)		$	2,714	$	-	$	-	$	36	$	2,750

Risk Management Assets
Risk Management Commodity Contracts (b) (c)			827		54,448		12,097		(29,616)		37,756
Cash Flow Hedges:
	Commodity Hedges (b)		-		389		-		(26)		363
Total Risk Management Assets			827		54,837		12,097		(29,642)		38,119

Total Assets		$	3,541	$	54,837	$	12,097	$	(29,606)	$	40,869

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)		$	700	$	49,220	$	1,535	$	(32,609)	$	18,846
Cash Flow Hedges:
	Commodity Hedges (b)		-		313		-		(26)		287
Total Risk Management Liabilities		$	700	$	49,533	$	1,535	$	(32,635)	$	19,133

(a) Amounts in “Other” column primarily represent cash deposits in bank accounts with financial institutions or with third parties. Level 1 and Level 2 amounts primarily represent investment in money market funds.

(b) Amounts in “Other” column primarily represent counterparty netting of risk management and hedging contracts associated cash collateral under the accounting guidance for “Derivatives and Hedging”.

(d) Amounts in “Other” column primarily represent accrued interest receivables from financial institutions. Level 1 amounts primarily represent investments in money market funds.

(e) Amounts represent publicly traded equity securities and equity-based mutual funds.

Changes in Fair Value of Net Trading Derivatives and Other Investments

Three Months Ended March 31, 2014		APCo		I&M		OPCo		PSO		SWEPCo
		(in thousands)
Balance as of December 31, 2013		$	10,562	$	7,164	$	2,920	$	-	$	-
Realized Gain (Loss) Included in Net Income
	(or Changes in Net Assets) (a) (b)		29,162		18,219		30,963		-		-
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		-		-		-
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		-		-		-		-		-
Purchases, Issuances and Settlements (c)			(31,781)		(19,995)		(34,036)		-		-
Transfers into Level 3 (d) (e)			(3,825)		(2,594)		-		-		-
Transfers out of Level 3 (e) (f)			(6)		(4)		-		-		-
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		3,289		2,052		4,065		349		442
Balance as of March 31, 2014		$	7,401	$	4,842	$	3,912	$	349	$	442

Three Months Ended March 31, 2013		APCo		I&M		OPCo		PSO		SWEPCo
		(in thousands)
Balance as of December 31, 2012		$	10,979	$	7,541	$	15,429	$	-	$	-
Realized Gain (Loss) Included in Net Income
	(or Changes in Net Assets) (a) (b)		(1,456)		(1,005)		(2,055)		-		-
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		(1,988)		-		-
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		-		-		-		-		-
Purchases, Issuances and Settlements (c)			257		179		366		-		-
Transfers into Level 3 (d) (e)			632		434		888		-		-
Transfers out of Level 3 (e) (f)			(533)		(366)		(749)		-		-
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		(1,123)		(732)		490		-		-
Balance as of March 31, 2013		$	8,756	$	6,051	$	12,381	$	-	$	-

(a) Included in revenues on the condensed statements of income.

(b) Represents the change in fair value between the beginning of the reporting period and the settlement of the risk management commodity contract.

(d) Represents existing assets or liabilities that were previously categorized as Level 2.

(e) Transfers are recognized based on their value at the beginning of the reporting period that the transfer occurred.

(f) Represents existing assets or liabilities that were previously categorized as Level 3.

(g) Relates to the net gains (losses) of those contracts that are not reflected on the condensed statements of income. These net gains (losses) are recorded as regulatory liabilities/assets.

Significant Unobservable Inputs for Level 3

Significant Unobservable Inputs
March 31, 2014
APCo
	Fair Value				Valuation	Significant	Forward Price Range
	Assets		Liabilities		Technique	Unobservable Input (a)	Low		High
	(in thousands)
Energy Contracts	$	6,454	$	2,822	Discounted Cash Flow	Forward Market Price	$	13.34	$	59.60
FTRs		4,054		285	Discounted Cash Flow	Forward Market Price		(5.05)		9.17
Total	$	10,508	$	3,107

Significant Unobservable Inputs
December 31, 2013
APCo
	Fair Value				Valuation	Significant	Forward Price Range
	Assets		Liabilities		Technique	Unobservable Input (a)	Low		High
	(in thousands)
Energy Contracts	$	9,359	$	960	Discounted Cash Flow	Forward Market Price	$	13.04	$	80.50
FTRs		2,738		575	Discounted Cash Flow	Forward Market Price		(5.10)		10.44
Total	$	12,097	$	1,535

(a) Represents market prices in dollars per MWh.

Indiana Michigan Power Co [Member]

Book Values and Fair Values of Long-term Debt

	March 31, 2014				December 31, 2013
Company	Book Value		Fair Value		Book Value		Fair Value
	(in thousands)
APCo	$	4,194,516	$	4,730,819	$	4,194,357	$	4,587,079
I&M		2,012,844		2,203,640		2,039,016		2,174,891
OPCo		2,510,285		2,869,364		2,735,175		3,007,191
PSO		1,049,793		1,200,741		999,810		1,111,149
SWEPCo		2,041,796		2,277,262		2,043,332		2,214,730

Nuclear Trust Fund Investments

		March 31, 2014						December 31, 2013
		Estimated		Gross		Other-Than-		Estimated		Gross		Other-Than-
		Fair		Unrealized		Temporary		Fair		Unrealized		Temporary
		Value		Gains		Impairments		Value		Gains		Impairments
		(in thousands)
Cash and Cash Equivalents		$	12,439	$	-	$	-	$	18,804	$	-	$	-
Fixed Income Securities:
	United States Government		606,228		31,666		(3,621)		608,875		26,114		(3,824)
	Corporate Debt		42,727		3,223		(1,097)		36,782		2,450		(1,123)
	State and Local Government		280,612		972		(345)		254,638		748		(370)
	Subtotal Fixed Income Securities		929,567		35,861		(5,063)		900,295		29,312		(5,317)
Equity Securities - Domestic			1,020,145		513,803		(79,563)		1,012,511		505,538		(81,677)
Spent Nuclear Fuel and
	Decommissioning Trusts	$	1,962,151	$	549,664	$	(84,626)	$	1,931,610	$	534,850	$	(86,994)

Securities Activity Within the Decommissioning and SNF Trusts

	Three Months Ended March 31,
	2014		2013
	(in thousands)
Proceeds from Investment Sales	$	147,700	$	167,670
Purchases of Investments		164,511		184,299
Gross Realized Gains on Investment Sales		8,141		3,323
Gross Realized Losses on Investment Sales		874		2,315

Contractual Maturities, Fair Value of Debt Securities in Nuclear Trusts

	Fair Value of
	Fixed Income
	Securities

	(in thousands)
Within 1 year	$	82,190
1 year – 5 years		386,173
5 years – 10 years		193,018
After 10 years		268,186
Total	$	929,567

Fair Value, Assets and Liabilities Measured on Recurring Basis

I&M
Assets and Liabilities Measured at Fair Value on a Recurring Basis
March 31, 2014

			Level 1		Level 2		Level 3		Other		Total

Assets:			(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)			$	267	$	28,746	$	6,945	$	(14,037)	$	21,921
Cash Flow Hedges:
	Commodity Hedges (b)			-		152		-		(10)		142
Total Risk Management Assets				267		28,898		6,945		(14,047)		22,063

Spent Nuclear Fuel and Decommissioning Trusts
Cash and Cash Equivalents (d)				3,576		-		-		8,863		12,439
Fixed Income Securities:
	United States Government			-		606,228		-		-		606,228
	Corporate Debt			-		42,727		-		-		42,727
	State and Local Government			-		280,612		-		-		280,612
		Subtotal Fixed Income Securities		-		929,567		-		-		929,567
Equity Securities - Domestic (e)				1,020,145		-		-		-		1,020,145
Total Spent Nuclear Fuel and Decommissioning Trusts				1,023,721		929,567		-		8,863		1,962,151

Total Assets			$	1,023,988	$	958,465	$	6,945	$	(5,184)	$	1,984,214

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)			$	208	$	22,089	$	2,104	$	(14,940)	$	9,461
Cash Flow Hedges:
	Commodity Hedges (b)			-		61		-		(10)		51
Total Risk Management Liabilities			$	208	$	22,150	$	2,104	$	(14,950)	$	9,512

I&M
		Assets and Liabilities Measured at Fair Value on a Recurring Basis
		December 31, 2013

			Level 1		Level 2		Level 3		Other		Total

Assets:			(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)			$	561	$	38,667	$	8,205	$	(20,766)	$	26,667
Cash Flow Hedges:
	Commodity Hedges (b)			-		234		-		(18)		216
Total Risk Management Assets				561		38,901		8,205		(20,784)		26,883

Spent Nuclear Fuel and Decommissioning Trusts
Cash and Cash Equivalents (d)				8,082		-		-		10,722		18,804
Fixed Income Securities:
	United States Government			-		608,875		-		-		608,875
	Corporate Debt			-		36,782		-		-		36,782
	State and Local Government			-		254,638		-		-		254,638
		Subtotal Fixed Income Securities		-		900,295		-		-		900,295
Equity Securities - Domestic (e)				1,012,511		-		-		-		1,012,511
Total Spent Nuclear Fuel and Decommissioning Trusts				1,020,593		900,295		-		10,722		1,931,610

Total Assets			$	1,021,154	$	939,196	$	8,205	$	(10,062)	$	1,958,493

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)			$	475	$	35,061	$	1,041	$	(22,796)	$	13,781
Cash Flow Hedges:
	Commodity Hedges (b)			-		212		-		(18)		194
Total Risk Management Liabilities			$	475	$	35,273	$	1,041	$	(22,814)	$	13,975

(d) Amounts in “Other” column primarily represent accrued interest receivables from financial institutions. Level 1 amounts primarily represent investments in money market funds.

(e) Amounts represent publicly traded equity securities and equity-based mutual funds.

Changes in Fair Value of Net Trading Derivatives and Other Investments

Three Months Ended March 31, 2014		APCo		I&M		OPCo		PSO		SWEPCo
		(in thousands)
Balance as of December 31, 2013		$	10,562	$	7,164	$	2,920	$	-	$	-
Realized Gain (Loss) Included in Net Income
	(or Changes in Net Assets) (a) (b)		29,162		18,219		30,963		-		-
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		-		-		-
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		-		-		-		-		-
Purchases, Issuances and Settlements (c)			(31,781)		(19,995)		(34,036)		-		-
Transfers into Level 3 (d) (e)			(3,825)		(2,594)		-		-		-
Transfers out of Level 3 (e) (f)			(6)		(4)		-		-		-
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		3,289		2,052		4,065		349		442
Balance as of March 31, 2014		$	7,401	$	4,842	$	3,912	$	349	$	442

Three Months Ended March 31, 2013		APCo		I&M		OPCo		PSO		SWEPCo
		(in thousands)
Balance as of December 31, 2012		$	10,979	$	7,541	$	15,429	$	-	$	-
Realized Gain (Loss) Included in Net Income
	(or Changes in Net Assets) (a) (b)		(1,456)		(1,005)		(2,055)		-		-
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		(1,988)		-		-
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		-		-		-		-		-
Purchases, Issuances and Settlements (c)			257		179		366		-		-
Transfers into Level 3 (d) (e)			632		434		888		-		-
Transfers out of Level 3 (e) (f)			(533)		(366)		(749)		-		-
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		(1,123)		(732)		490		-		-
Balance as of March 31, 2013		$	8,756	$	6,051	$	12,381	$	-	$	-

(a) Included in revenues on the condensed statements of income.

(b) Represents the change in fair value between the beginning of the reporting period and the settlement of the risk management commodity contract.

(d) Represents existing assets or liabilities that were previously categorized as Level 2.

(e) Transfers are recognized based on their value at the beginning of the reporting period that the transfer occurred.

(f) Represents existing assets or liabilities that were previously categorized as Level 3.

(g) Relates to the net gains (losses) of those contracts that are not reflected on the condensed statements of income. These net gains (losses) are recorded as regulatory liabilities/assets.

Significant Unobservable Inputs for Level 3

Significant Unobservable Inputs
March 31, 2014
I&M
	Fair Value				Valuation	Significant	Forward Price Range
	Assets		Liabilities		Technique	Unobservable Input (a)	Low		High
	(in thousands)
Energy Contracts	$	4,378	$	1,914	Discounted Cash Flow	Forward Market Price	$	13.34	$	59.60
FTRs		2,567		190	Discounted Cash Flow	Forward Market Price		(5.05)		9.17
Total	$	6,945	$	2,104

Significant Unobservable Inputs
December 31, 2013
I&M
	Fair Value				Valuation	Significant	Forward Price Range
	Assets		Liabilities		Technique	Unobservable Input (a)	Low		High

	(in thousands)
Energy Contracts	$	6,348	$	651	Discounted Cash Flow	Forward Market Price	$	13.04	$	80.50
FTRs		1,857		390	Discounted Cash Flow	Forward Market Price		(5.10)		10.44
Total	$	8,205	$	1,041

(a) Represents market prices in dollars per MWh.

Ohio Power Co [Member]

Book Values and Fair Values of Long-term Debt

	March 31, 2014				December 31, 2013
Company	Book Value		Fair Value		Book Value		Fair Value
	(in thousands)
APCo	$	4,194,516	$	4,730,819	$	4,194,357	$	4,587,079
I&M		2,012,844		2,203,640		2,039,016		2,174,891
OPCo		2,510,285		2,869,364		2,735,175		3,007,191
PSO		1,049,793		1,200,741		999,810		1,111,149
SWEPCo		2,041,796		2,277,262		2,043,332		2,214,730

Fair Value, Assets and Liabilities Measured on Recurring Basis

OPCo
	Assets and Liabilities Measured at Fair Value on a Recurring Basis
	March 31, 2014

		Level 1		Level 2		Level 3		Other		Total

Assets:		(in thousands)

Restricted Cash for Securitized Funding (a)		$	32,054	$	-	$	-	$	12	$	32,066

Risk Management Assets
Risk Management Commodity Contracts (b) (c)			-		76		3,990		(86)		3,980

Total Assets		$	32,054	$	76	$	3,990	$	(74)	$	36,046

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)		$	-	$	5	$	78	$	(83)	$	-

OPCo
	Assets and Liabilities Measured at Fair Value on a Recurring Basis
	December 31, 2013

		Level 1		Level 2		Level 3		Other		Total

Assets:		(in thousands)

Restricted Cash for Securitized Funding (a)		$	19,387	$	-	$	-	$	12	$	19,399

Risk Management Assets
Risk Management Commodity Contracts (b) (c)			-		-		3,269		(349)		2,920
Cash Flow Hedges:
	Commodity Hedges (b)		-		162		-		-		162
Total Risk Management Assets			-		162		3,269		(349)		3,082

Total Assets		$	19,387	$	162	$	3,269	$	(337)	$	22,481

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)		$	-	$	-	$	349	$	(349)	$	-

(d) Amounts in “Other” column primarily represent accrued interest receivables from financial institutions. Level 1 amounts primarily represent investments in money market funds.

(e) Amounts represent publicly traded equity securities and equity-based mutual funds.

Changes in Fair Value of Net Trading Derivatives and Other Investments

Three Months Ended March 31, 2014		APCo		I&M		OPCo		PSO		SWEPCo
		(in thousands)
Balance as of December 31, 2013		$	10,562	$	7,164	$	2,920	$	-	$	-
Realized Gain (Loss) Included in Net Income
	(or Changes in Net Assets) (a) (b)		29,162		18,219		30,963		-		-
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		-		-		-
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		-		-		-		-		-
Purchases, Issuances and Settlements (c)			(31,781)		(19,995)		(34,036)		-		-
Transfers into Level 3 (d) (e)			(3,825)		(2,594)		-		-		-
Transfers out of Level 3 (e) (f)			(6)		(4)		-		-		-
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		3,289		2,052		4,065		349		442
Balance as of March 31, 2014		$	7,401	$	4,842	$	3,912	$	349	$	442

Three Months Ended March 31, 2013		APCo		I&M		OPCo		PSO		SWEPCo
		(in thousands)
Balance as of December 31, 2012		$	10,979	$	7,541	$	15,429	$	-	$	-
Realized Gain (Loss) Included in Net Income
	(or Changes in Net Assets) (a) (b)		(1,456)		(1,005)		(2,055)		-		-
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		(1,988)		-		-
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		-		-		-		-		-
Purchases, Issuances and Settlements (c)			257		179		366		-		-
Transfers into Level 3 (d) (e)			632		434		888		-		-
Transfers out of Level 3 (e) (f)			(533)		(366)		(749)		-		-
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		(1,123)		(732)		490		-		-
Balance as of March 31, 2013		$	8,756	$	6,051	$	12,381	$	-	$	-

(a) Included in revenues on the condensed statements of income.

(b) Represents the change in fair value between the beginning of the reporting period and the settlement of the risk management commodity contract.

(d) Represents existing assets or liabilities that were previously categorized as Level 2.

(e) Transfers are recognized based on their value at the beginning of the reporting period that the transfer occurred.

(f) Represents existing assets or liabilities that were previously categorized as Level 3.

(g) Relates to the net gains (losses) of those contracts that are not reflected on the condensed statements of income. These net gains (losses) are recorded as regulatory liabilities/assets.

Significant Unobservable Inputs for Level 3

Significant Unobservable Inputs
March 31, 2014
OPCo
	Fair Value				Valuation	Significant	Forward Price Range
	Assets		Liabilities		Technique	Unobservable Input (a)	Low		High
	(in thousands)
Energy Contracts	$	-	$	-	Discounted Cash Flow	Forward Market Price	$	-	$	-
FTRs		3,990		78	Discounted Cash Flow	Forward Market Price		(5.05)		9.17
Total	$	3,990	$	78

Significant Unobservable Inputs
December 31, 2013
OPCo
	Fair Value				Valuation	Significant	Forward Price Range
	Assets		Liabilities		Technique	Unobservable Input (a)	Low		High

	(in thousands)
Energy Contracts	$	-	$	-	Discounted Cash Flow	Forward Market Price	$	-	$	-
FTRs		3,269		349	Discounted Cash Flow	Forward Market Price		(5.10)		10.44
Total	$	3,269	$	349

(a) Represents market prices in dollars per MWh.

Public Service Co Of Oklahoma [Member]

Book Values and Fair Values of Long-term Debt

	March 31, 2014				December 31, 2013
Company	Book Value		Fair Value		Book Value		Fair Value
	(in thousands)
APCo	$	4,194,516	$	4,730,819	$	4,194,357	$	4,587,079
I&M		2,012,844		2,203,640		2,039,016		2,174,891
OPCo		2,510,285		2,869,364		2,735,175		3,007,191
PSO		1,049,793		1,200,741		999,810		1,111,149
SWEPCo		2,041,796		2,277,262		2,043,332		2,214,730

Fair Value, Assets and Liabilities Measured on Recurring Basis

PSO
	Assets and Liabilities Measured at Fair Value on a Recurring Basis
	March 31, 2014

		Level 1		Level 2		Level 3		Other		Total

Assets:		(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)		$	-	$	922	$	481	$	(54)	$	1,349

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)		$	-	$	4	$	132	$	(53)	$	83

PSO
	Assets and Liabilities Measured at Fair Value on a Recurring Basis
	December 31, 2013

		Level 1		Level 2		Level 3		Other		Total

Assets:		(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)		$	-	$	1,078	$	-	$	5	$	1,083
Cash Flow Hedges:
	Commodity Hedges (b)		-		84		-		-		84
Total Risk Management Assets		$	-	$	1,162	$	-	$	5	$	1,167

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)		$	-	$	81	$	-	$	4	$	85

(d) Amounts in “Other” column primarily represent accrued interest receivables from financial institutions. Level 1 amounts primarily represent investments in money market funds.

(e) Amounts represent publicly traded equity securities and equity-based mutual funds.

Changes in Fair Value of Net Trading Derivatives and Other Investments

Three Months Ended March 31, 2014		APCo		I&M		OPCo		PSO		SWEPCo
		(in thousands)
Balance as of December 31, 2013		$	10,562	$	7,164	$	2,920	$	-	$	-
Realized Gain (Loss) Included in Net Income
	(or Changes in Net Assets) (a) (b)		29,162		18,219		30,963		-		-
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		-		-		-
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		-		-		-		-		-
Purchases, Issuances and Settlements (c)			(31,781)		(19,995)		(34,036)		-		-
Transfers into Level 3 (d) (e)			(3,825)		(2,594)		-		-		-
Transfers out of Level 3 (e) (f)			(6)		(4)		-		-		-
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		3,289		2,052		4,065		349		442
Balance as of March 31, 2014		$	7,401	$	4,842	$	3,912	$	349	$	442

Three Months Ended March 31, 2013		APCo		I&M		OPCo		PSO		SWEPCo
		(in thousands)
Balance as of December 31, 2012		$	10,979	$	7,541	$	15,429	$	-	$	-
Realized Gain (Loss) Included in Net Income
	(or Changes in Net Assets) (a) (b)		(1,456)		(1,005)		(2,055)		-		-
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		(1,988)		-		-
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		-		-		-		-		-
Purchases, Issuances and Settlements (c)			257		179		366		-		-
Transfers into Level 3 (d) (e)			632		434		888		-		-
Transfers out of Level 3 (e) (f)			(533)		(366)		(749)		-		-
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		(1,123)		(732)		490		-		-
Balance as of March 31, 2013		$	8,756	$	6,051	$	12,381	$	-	$	-

(a) Included in revenues on the condensed statements of income.

(b) Represents the change in fair value between the beginning of the reporting period and the settlement of the risk management commodity contract.

(d) Represents existing assets or liabilities that were previously categorized as Level 2.

(e) Transfers are recognized based on their value at the beginning of the reporting period that the transfer occurred.

(f) Represents existing assets or liabilities that were previously categorized as Level 3.

(g) Relates to the net gains (losses) of those contracts that are not reflected on the condensed statements of income. These net gains (losses) are recorded as regulatory liabilities/assets.

Significant Unobservable Inputs for Level 3

Significant Unobservable Inputs
March 31, 2014
PSO
	Fair Value				Valuation	Significant	Forward Price Range
	Assets		Liabilities		Technique	Unobservable Input (a)	Low		High
	(in thousands)
Energy Contracts	$	-	$	-	Discounted Cash Flow	Forward Market Price	$	-	$	-
FTRs		481		132	Discounted Cash Flow	Forward Market Price		(5.05)		9.17
Total	$	481	$	132

(a) Represents market prices in dollars per MWh.

Southwestern Electric Power Co [Member]

Book Values and Fair Values of Long-term Debt

	March 31, 2014				December 31, 2013
Company	Book Value		Fair Value		Book Value		Fair Value
	(in thousands)
APCo	$	4,194,516	$	4,730,819	$	4,194,357	$	4,587,079
I&M		2,012,844		2,203,640		2,039,016		2,174,891
OPCo		2,510,285		2,869,364		2,735,175		3,007,191
PSO		1,049,793		1,200,741		999,810		1,111,149
SWEPCo		2,041,796		2,277,262		2,043,332		2,214,730

Fair Value, Assets and Liabilities Measured on Recurring Basis

SWEPCo
Assets and Liabilities Measured at Fair Value on a Recurring Basis
March 31, 2014

	Level 1		Level 2		Level 3		Other		Total

Assets:	(in thousands)

Cash and Cash Equivalents (a)	$	15,537	$	-	$	-	$	2,458	$	17,995

Risk Management Assets
Risk Management Commodity Contracts (b) (c)		-		1,471		609		(173)		1,907

Total Assets	$	15,537	$	1,471	$	609	$	2,285	$	19,902

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	-	$	4	$	167	$	(171)	$	-

SWEPCo
	Assets and Liabilities Measured at Fair Value on a Recurring Basis
	December 31, 2013

		Level 1		Level 2		Level 3		Other		Total

Assets:		(in thousands)

Cash and Cash Equivalents (a)		$	15,871	$	-	$	-	$	1,370	$	17,241

Risk Management Assets
Risk Management Commodity Contracts (b) (c)			-		1,233		-		(151)		1,082
Cash Flow Hedges:
	Commodity Hedges (b)		-		97		-		-		97
Total Risk Management Assets			-		1,330		-		(151)		1,179

Total Assets		$	15,871	$	1,330	$	-	$	1,219	$	18,420

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)		$	-	$	154	$	-	$	(154)	$	-

(d) Amounts in “Other” column primarily represent accrued interest receivables from financial institutions. Level 1 amounts primarily represent investments in money market funds.

(e) Amounts represent publicly traded equity securities and equity-based mutual funds.

Changes in Fair Value of Net Trading Derivatives and Other Investments

Three Months Ended March 31, 2014		APCo		I&M		OPCo		PSO		SWEPCo
		(in thousands)
Balance as of December 31, 2013		$	10,562	$	7,164	$	2,920	$	-	$	-
Realized Gain (Loss) Included in Net Income
	(or Changes in Net Assets) (a) (b)		29,162		18,219		30,963		-		-
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		-		-		-
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		-		-		-		-		-
Purchases, Issuances and Settlements (c)			(31,781)		(19,995)		(34,036)		-		-
Transfers into Level 3 (d) (e)			(3,825)		(2,594)		-		-		-
Transfers out of Level 3 (e) (f)			(6)		(4)		-		-		-
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		3,289		2,052		4,065		349		442
Balance as of March 31, 2014		$	7,401	$	4,842	$	3,912	$	349	$	442

Three Months Ended March 31, 2013		APCo		I&M		OPCo		PSO		SWEPCo
		(in thousands)
Balance as of December 31, 2012		$	10,979	$	7,541	$	15,429	$	-	$	-
Realized Gain (Loss) Included in Net Income
	(or Changes in Net Assets) (a) (b)		(1,456)		(1,005)		(2,055)		-		-
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		(1,988)		-		-
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		-		-		-		-		-
Purchases, Issuances and Settlements (c)			257		179		366		-		-
Transfers into Level 3 (d) (e)			632		434		888		-		-
Transfers out of Level 3 (e) (f)			(533)		(366)		(749)		-		-
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		(1,123)		(732)		490		-		-
Balance as of March 31, 2013		$	8,756	$	6,051	$	12,381	$	-	$	-

(a) Included in revenues on the condensed statements of income.

(b) Represents the change in fair value between the beginning of the reporting period and the settlement of the risk management commodity contract.

(d) Represents existing assets or liabilities that were previously categorized as Level 2.

(e) Transfers are recognized based on their value at the beginning of the reporting period that the transfer occurred.

(f) Represents existing assets or liabilities that were previously categorized as Level 3.

(g) Relates to the net gains (losses) of those contracts that are not reflected on the condensed statements of income. These net gains (losses) are recorded as regulatory liabilities/assets.

Significant Unobservable Inputs for Level 3

Significant Unobservable Inputs
March 31, 2014
SWEPCo
	Fair Value				Valuation	Significant	Forward Price Range
	Assets		Liabilities		Technique	Unobservable Input (a)	Low		High
	(in thousands)
Energy Contracts	$	-	$	-	Discounted Cash Flow	Forward Market Price	$	-	$	-
FTRs		609		167	Discounted Cash Flow	Forward Market Price		(5.05)		9.17
Total	$	609	$	167

(a) Represents market prices in dollars per MWh.

- Definition

Tabular disclosure of the fair value of financial instruments, including financial assets and financial liabilities, and the measurements of those instruments, assets, and liabilities.

+ References+ Details