FINANCING ACTIVITIES

Long-term Debt

The following table details long-term debt outstanding as of March 31, 2015 and December 31, 2014:



Type of Debt	March 31, 2015			December 31, 2014
	(in millions)
Senior Unsecured Notes	$	13,344		$	12,647
Pollution Control Bonds	1,963			1,963
Notes Payable	331			357
Securitization Bonds	2,227			2,380
Spent Nuclear Fuel Obligation (a)	266			266
Other Long-term Debt	1,127			1,101
Fair Value of Interest Rate Hedges	(2		)	(6		)
Unamortized Discount, Net	(27		)	(24		)
Total Long-term Debt Outstanding	19,229			18,684
Long-term Debt Due Within One Year	2,451			2,503
Long-term Debt	$	16,778		$	16,181

(a)

Pursuant to the Nuclear Waste Policy Act of 1982, I&M, a nuclear licensee, has an obligation to the United States Department of Energy for spent nuclear fuel disposal. The obligation includes a one-time fee for nuclear fuel consumed prior to April 7, 1983. Trust fund assets related to this obligation were $309 million and $309 million as of March 31, 2015 and December 31, 2014, respectively, and are included in Spent Nuclear Fuel and Decommissioning Trusts on our condensed balance sheets.

Long-term debt and other securities issued, retired and principal payments made during the first three months of 2015 are shown in the tables below:



Company	Type of Debt	Principal Amount			Interest Rate	Due Date
Issuances:		(in millions)			(%)
PSO	Senior Unsecured Notes	$	125		3.17	2025
PSO	Senior Unsecured Notes	125			4.09	2045
SWEPCo	Pollution Control Bonds	54			1.60	2019
SWEPCo	Senior Unsecured Notes	400			3.90	2045

Non-Registrant:
AEPTCo	Senior Unsecured Notes	50			3.66	2025
KPCo	Other Long-term Debt	25			Variable	2018
Transource Missouri	Other Long-term Debt	5			Variable	2018
Total Issuances		$	784	(a)


(a)	Amount indicated on the statement of cash flows is net of issuance costs and premium or discount and will not tie to the issuance amount.



Company	Type of Debt	Principal Amount Paid		Interest Rate	Due Date
Total Retirements and Principal Payments:		(in millions)		(%)
APCo	Securitization Bonds	$	11	2.008	2024
I&M	Other Long-term Debt	3		Variable	2015
I&M	Notes Payable	9		Variable	2016
I&M	Notes Payable	7		Variable	2017
I&M	Notes Payable	6		Variable	2019
OPCo	Securitization Bonds	22		0.958	2018
SWEPCo	Notes Payable	2		4.58	2032
SWEPCo	Pollution Control Bonds	54		3.25	2015

Non-Registrant:
AEGCo	Senior Unsecured Notes	4		6.33	2037
AEP Subsidiaries	Notes Payable	1		Variable	2017
TCC	Securitization Bonds	78		5.09	2015
TCC	Securitization Bonds	42		6.25	2016
Total Retirements and Principal Payments		$	239

In April 2015, APCo issued $86 million of 1.9% Pollution Control Bonds due in 2019.

In April 2015, OPCo retired $86 million of 3.125% Pollution Control Bonds due in 2015.

In April 2015, SWEPCo retired $100 million of 5.375% Senior Unsecured Notes due in 2015.

As of March 31, 2015, trustees held on our behalf, $385 million of our reacquired Pollution Control Bonds.

Dividend Restrictions

Parent Restrictions

The holders of our common stock are entitled to receive the dividends declared by our Board of Directors provided funds are legally available for such dividends. Our income primarily derives from our common stock equity in the earnings of our utility subsidiaries.

Pursuant to the leverage restrictions in our credit agreements, we must maintain a percentage of debt to total capitalization at a level that does not exceed 67.5%. The payment of cash dividends indirectly results in an increase in the percentage of debt to total capitalization of the company distributing the dividend. The method for calculating outstanding debt and capitalization is contractually defined in the credit agreements. None of AEP’s retained earnings were restricted for the purpose of the payment of dividends.

Utility Subsidiaries’ Restrictions

Various financing arrangements and regulatory requirements may impose certain restrictions on the ability of our utility subsidiaries to transfer funds to us in the form of dividends. Specifically, several of our public utility subsidiaries have credit agreements that contain a covenant that limits their debt to capitalization ratio to 67.5%.

The Federal Power Act prohibits the utility subsidiaries from participating “in the making or paying of any dividends of such public utility from any funds properly included in capital account.” The term “capital account” is not defined in the Federal Power Act or its regulations. Management understands “capital account” to mean the book value of the common stock. This restriction does not limit the ability of the utility subsidiaries to pay dividends out of retained earnings.

Short-term Debt

Our outstanding short-term debt was as follows:



	March 31, 2015				December 31, 2014
Type of Debt	Outstanding Amount		Interest Rate (a)		Outstanding Amount		Interest Rate (a)
	(in millions)				(in millions)
Securitized Debt for Receivables (b)	$	740	0.26	%	$	744	0.22	%
Commercial Paper	115		0.51	%	602		0.59	%
Total Short-term Debt	$	855			$	1,346


(a)	Weighted average rate.


(b)	Amount of securitized debt for receivables as accounted for under the ''Transfers and Servicing'' accounting guidance.

Credit Facilities

For an additional discussion of credit facilities, see “Letters of Credit” section of Note 5.

Securitized Accounts Receivable – AEP Credit

AEP Credit has a receivables securitization agreement with bank conduits. Under the securitization agreement, AEP Credit receives financing from the bank conduits for the interest in the receivables AEP Credit acquires from affiliated utility subsidiaries. AEP Credit continues to service the receivables. These securitized transactions allow AEP Credit to repay its outstanding debt obligations, continue to purchase our operating companies’ receivables and accelerate AEP Credit’s cash collections.

Our receivables securitization agreement provides a commitment of $750 million from bank conduits to purchase receivables. The agreement was increased in June 2014 from $700 million and expires in June 2016.

Accounts receivable information for AEP Credit is as follows:



	Three Months Ended March 31,
	2015			2014
	(dollars in millions)

Effective Interest Rates on Securitization of Accounts Receivable	0.26		%	0.24		%
Net Uncollectible Accounts Receivable Written Off	$	7		$	8



	March 31,		December 31,
	2015		2014
	(in millions)
Accounts Receivable Retained Interest and Pledged as Collateral Less Uncollectible Accounts	$	988	$	975
Total Principal Outstanding	740		744
Delinquent Securitized Accounts Receivable	52		44
Bad Debt Reserves Related to Securitization/Sale of Accounts Receivable	17		13
Unbilled Receivables Related to Securitization/Sale of Accounts Receivable	265		335

Customer accounts receivable retained and securitized for our operating companies are managed by AEP Credit. AEP Credit’s delinquent customer accounts receivable represents accounts greater than 30 days past due.

Financing Activities

FINANCING ACTIVITIES

Long-term Debt

Long-term debt and other securities issued, retired and principal payments made during the first three months of 2015 are shown in the tables below:



Company	Type of Debt	Principal Amount (a)		Interest Rate	Due Date
Issuances:		(in thousands)		(%)
PSO	Senior Unsecured Notes	$	125,000	3.17	2025
PSO	Senior Unsecured Notes	125,000		4.09	2045
SWEPCo	Pollution Control Bonds	53,500		1.60	2019
SWEPCo	Senior Unsecured Notes	400,000		3.90	2045


(a)	Amounts indicated on the statements of cash flows are net of issuance costs and premium or discount and will not tie to the issuance amounts.



Company	Type of Debt	Principal Amount Paid		Interest Rate	Due Date
Retirements and Principal Payments:		(in thousands)		(%)
APCo	Land Note	$	9	13.718	2026
APCo	Securitization Bonds	11,037		2.008	2024
I&M	Notes Payable	8,643		Variable	2016
I&M	Notes Payable	6,943		Variable	2017
I&M	Notes Payable	6,600		Variable	2019
I&M	Notes Payable	429		Variable	2016
I&M	Notes Payable	297		2.12	2016
I&M	Other Long-term Debt	2,750		Variable	2015
I&M	Other Long-term Debt	275		6.00	2025
OPCo	Other Long-term Debt	19		1.149	2028
OPCo	Securitization Bonds	22,200		0.958	2018
PSO	Other Long-term Debt	106		3.00	2027
SWEPCo	Notes Payable	1,625		4.58	2032
SWEPCo	Pollution Control Bonds	53,500		3.25	2015

In April 2015, APCo issued $86 million of 1.9% Pollution Control Bonds due in 2019 and retired $86 million of 3.125% Notes Payable – Affiliated due in 2015.

In April 2015, OPCo retired $86 million of 3.125% Pollution Control Bonds due in 2015.

In April 2015, SWEPCo retired $100 million of 5.375% Senior Unsecured Notes due in 2015.

As of March 31, 2015, trustees held on behalf of I&M and OPCo, $40 million and $345 million, respectively, of their reacquired Pollution Control Bonds.

Dividend Restrictions

The Registrant Subsidiaries pay dividends to Parent provided funds are legally available. Various financing arrangements and regulatory requirements may impose certain restrictions on the ability of the Registrant Subsidiaries to transfer funds to Parent in the form of dividends.

Federal Power Act

The Federal Power Act prohibits each of the Registrant Subsidiaries from participating “in the making or paying of any dividends of such public utility from any funds properly included in capital account.” The term “capital account” is not defined in the Federal Power Act or its regulations. Management understands “capital account” to mean the book value of the common stock. This restriction does not limit the ability of the Registrant Subsidiaries to pay dividends out of retained earnings.

Additionally, the Federal Power Act creates a reserve on earnings attributable to hydroelectric generation plants. Because of their respective ownership of such plants, this reserve applies to APCo and I&M.

Leverage Restrictions

Pursuant to the credit agreement leverage restrictions, APCo, I&M, PSO and SWEPCo must maintain a percentage of debt to total capitalization at a level that does not exceed 67.5%.

Utility Money Pool – AEP System

The AEP System uses a corporate borrowing program to meet the short-term borrowing needs of AEP’s subsidiaries. The corporate borrowing program includes a Utility Money Pool, which funds AEP’s utility subsidiaries. The AEP System Utility Money Pool operates in accordance with the terms and conditions of the AEP System Utility Money Pool agreement filed with the FERC. The amounts of outstanding loans to (borrowings from) the Utility Money Pool as of March 31, 2015 and December 31, 2014 are included in Advances to Affiliates and Advances from Affiliates, respectively, on each of the Registrant Subsidiaries’ condensed balance sheets. The Utility Money Pool participants’ money pool activity and their corresponding authorized borrowing limits for the three months ended March 31, 2015 are described in the following table:



Company	Maximum Borrowings from the Utility Money Pool		Maximum Loans to the Utility Money Pool		Average Borrowings from the Utility Money Pool		Average Loans to the Utility Money Pool		Net Loans to (Borrowings from) the Utility Money Pool as of March 31, 2015			Authorized Short-term Borrowing Limit
	(in thousands)
APCo	$	—	$	185,121	$	—	$	115,109	$	152,148		$	600,000
I&M	200,032		13,514		149,526		13,496		(154,653		)	500,000
OPCo	—		367,472		—		301,505		291,256			400,000
PSO	165,947		62,255		113,117		16,812		62,255			300,000
SWEPCo	112,481		293,378		52,596		96,548		293,378			350,000

The maximum and minimum interest rates for funds either borrowed from or loaned to the Utility Money Pool were as follows:



	Three Months Ended March 31,
	2015		2014
Maximum Interest Rate	0.59	%	0.33	%
Minimum Interest Rate	0.39	%	0.28	%

The average interest rates for funds borrowed from and loaned to the Utility Money Pool for the three months ended March 31, 2015 and 2014 are summarized for all Registrant Subsidiaries in the following table:



	Average Interest Rate for Funds Borrowed from the Utility Money Pool for				Average Interest Rate for Funds Loaned to the Utility Money Pool for
	Three Months Ended March 31,				Three Months Ended March 31,
Company	2015		2014		2015		2014
APCo	—	%	—	%	0.45	%	0.31	%
I&M	0.46	%	—	%	0.46	%	0.31	%
OPCo	—	%	0.31	%	0.46	%	0.29	%
PSO	0.49	%	0.31	%	0.44	%	—	%
SWEPCo	0.46	%	0.31	%	0.52	%	—	%

Credit Facilities

For a discussion of credit facilities, see “Letters of Credit” section of Note 5.

Sale of Receivables – AEP Credit

Under a sale of receivables arrangement, the Registrant Subsidiaries sell, without recourse, certain of their customer accounts receivable and accrued unbilled revenue balances to AEP Credit and are charged a fee based on AEP Credit’s financing costs, administrative costs and uncollectible accounts experience for each Registrant Subsidiary’s receivables. APCo does not have regulatory authority to sell its West Virginia accounts receivable. The costs of customer accounts receivable sold are reported in Other Operation expense on the Registrant Subsidiaries’ condensed statements of income. The Registrant Subsidiaries manage and service their customer accounts receivable sold.

AEP Credit's receivables securitization agreement provides a commitment of $750 million from bank conduits to purchase receivables. The agreement was increased in June 2014 from $700 million and expires in June 2016.

The amount of accounts receivable and accrued unbilled revenues under the sale of receivables agreement for each Registrant Subsidiary as of March 31, 2015 and December 31, 2014 was as follows:



	March 31,		December 31,
Company	2015		2014
	(in thousands)
APCo	$	164,414	$	159,823
I&M	152,843		137,459
OPCo	383,572		365,834
PSO	110,513		112,905
SWEPCo	132,161		148,668

The fees paid by the Registrant Subsidiaries to AEP Credit for customer accounts receivable sold were:



	Three Months Ended March 31,
Company	2015		2014
	(in thousands)
APCo	$	2,454	$	2,423
I&M	2,357		2,040
OPCo	8,015		7,498
PSO	1,422		1,323
SWEPCo	1,722		1,566

The Registrant Subsidiaries’ proceeds on the sale of receivables to AEP Credit were:



	Three Months Ended March 31,
Company	2015		2014
	(in thousands)
APCo	$	429,624	$	437,196
I&M	419,560		407,150
OPCo	714,985		686,627
PSO	302,501		290,217
SWEPCo	373,167		390,588

Financing Activities

FINANCING ACTIVITIES

Long-term Debt

Long-term debt and other securities issued, retired and principal payments made during the first three months of 2015 are shown in the tables below:



Company	Type of Debt	Principal Amount (a)		Interest Rate	Due Date
Issuances:		(in thousands)		(%)
PSO	Senior Unsecured Notes	$	125,000	3.17	2025
PSO	Senior Unsecured Notes	125,000		4.09	2045
SWEPCo	Pollution Control Bonds	53,500		1.60	2019
SWEPCo	Senior Unsecured Notes	400,000		3.90	2045


(a)	Amounts indicated on the statements of cash flows are net of issuance costs and premium or discount and will not tie to the issuance amounts.



Company	Type of Debt	Principal Amount Paid		Interest Rate	Due Date
Retirements and Principal Payments:		(in thousands)		(%)
APCo	Land Note	$	9	13.718	2026
APCo	Securitization Bonds	11,037		2.008	2024
I&M	Notes Payable	8,643		Variable	2016
I&M	Notes Payable	6,943		Variable	2017
I&M	Notes Payable	6,600		Variable	2019
I&M	Notes Payable	429		Variable	2016
I&M	Notes Payable	297		2.12	2016
I&M	Other Long-term Debt	2,750		Variable	2015
I&M	Other Long-term Debt	275		6.00	2025
OPCo	Other Long-term Debt	19		1.149	2028
OPCo	Securitization Bonds	22,200		0.958	2018
PSO	Other Long-term Debt	106		3.00	2027
SWEPCo	Notes Payable	1,625		4.58	2032
SWEPCo	Pollution Control Bonds	53,500		3.25	2015

In April 2015, APCo issued $86 million of 1.9% Pollution Control Bonds due in 2019 and retired $86 million of 3.125% Notes Payable – Affiliated due in 2015.

In April 2015, OPCo retired $86 million of 3.125% Pollution Control Bonds due in 2015.

In April 2015, SWEPCo retired $100 million of 5.375% Senior Unsecured Notes due in 2015.

As of March 31, 2015, trustees held on behalf of I&M and OPCo, $40 million and $345 million, respectively, of their reacquired Pollution Control Bonds.

Dividend Restrictions

The Registrant Subsidiaries pay dividends to Parent provided funds are legally available. Various financing arrangements and regulatory requirements may impose certain restrictions on the ability of the Registrant Subsidiaries to transfer funds to Parent in the form of dividends.

Federal Power Act

The Federal Power Act prohibits each of the Registrant Subsidiaries from participating “in the making or paying of any dividends of such public utility from any funds properly included in capital account.” The term “capital account” is not defined in the Federal Power Act or its regulations. Management understands “capital account” to mean the book value of the common stock. This restriction does not limit the ability of the Registrant Subsidiaries to pay dividends out of retained earnings.

Additionally, the Federal Power Act creates a reserve on earnings attributable to hydroelectric generation plants. Because of their respective ownership of such plants, this reserve applies to APCo and I&M.

Leverage Restrictions

Pursuant to the credit agreement leverage restrictions, APCo, I&M, PSO and SWEPCo must maintain a percentage of debt to total capitalization at a level that does not exceed 67.5%.

Utility Money Pool – AEP System

The AEP System uses a corporate borrowing program to meet the short-term borrowing needs of AEP’s subsidiaries. The corporate borrowing program includes a Utility Money Pool, which funds AEP’s utility subsidiaries. The AEP System Utility Money Pool operates in accordance with the terms and conditions of the AEP System Utility Money Pool agreement filed with the FERC. The amounts of outstanding loans to (borrowings from) the Utility Money Pool as of March 31, 2015 and December 31, 2014 are included in Advances to Affiliates and Advances from Affiliates, respectively, on each of the Registrant Subsidiaries’ condensed balance sheets. The Utility Money Pool participants’ money pool activity and their corresponding authorized borrowing limits for the three months ended March 31, 2015 are described in the following table:



Company	Maximum Borrowings from the Utility Money Pool		Maximum Loans to the Utility Money Pool		Average Borrowings from the Utility Money Pool		Average Loans to the Utility Money Pool		Net Loans to (Borrowings from) the Utility Money Pool as of March 31, 2015			Authorized Short-term Borrowing Limit
	(in thousands)
APCo	$	—	$	185,121	$	—	$	115,109	$	152,148		$	600,000
I&M	200,032		13,514		149,526		13,496		(154,653		)	500,000
OPCo	—		367,472		—		301,505		291,256			400,000
PSO	165,947		62,255		113,117		16,812		62,255			300,000
SWEPCo	112,481		293,378		52,596		96,548		293,378			350,000

The maximum and minimum interest rates for funds either borrowed from or loaned to the Utility Money Pool were as follows:



	Three Months Ended March 31,
	2015		2014
Maximum Interest Rate	0.59	%	0.33	%
Minimum Interest Rate	0.39	%	0.28	%

The average interest rates for funds borrowed from and loaned to the Utility Money Pool for the three months ended March 31, 2015 and 2014 are summarized for all Registrant Subsidiaries in the following table:



	Average Interest Rate for Funds Borrowed from the Utility Money Pool for				Average Interest Rate for Funds Loaned to the Utility Money Pool for
	Three Months Ended March 31,				Three Months Ended March 31,
Company	2015		2014		2015		2014
APCo	—	%	—	%	0.45	%	0.31	%
I&M	0.46	%	—	%	0.46	%	0.31	%
OPCo	—	%	0.31	%	0.46	%	0.29	%
PSO	0.49	%	0.31	%	0.44	%	—	%
SWEPCo	0.46	%	0.31	%	0.52	%	—	%

Credit Facilities

For a discussion of credit facilities, see “Letters of Credit” section of Note 5.

Sale of Receivables – AEP Credit

Under a sale of receivables arrangement, the Registrant Subsidiaries sell, without recourse, certain of their customer accounts receivable and accrued unbilled revenue balances to AEP Credit and are charged a fee based on AEP Credit’s financing costs, administrative costs and uncollectible accounts experience for each Registrant Subsidiary’s receivables. APCo does not have regulatory authority to sell its West Virginia accounts receivable. The costs of customer accounts receivable sold are reported in Other Operation expense on the Registrant Subsidiaries’ condensed statements of income. The Registrant Subsidiaries manage and service their customer accounts receivable sold.

AEP Credit's receivables securitization agreement provides a commitment of $750 million from bank conduits to purchase receivables. The agreement was increased in June 2014 from $700 million and expires in June 2016.

The amount of accounts receivable and accrued unbilled revenues under the sale of receivables agreement for each Registrant Subsidiary as of March 31, 2015 and December 31, 2014 was as follows:



	March 31,		December 31,
Company	2015		2014
	(in thousands)
APCo	$	164,414	$	159,823
I&M	152,843		137,459
OPCo	383,572		365,834
PSO	110,513		112,905
SWEPCo	132,161		148,668

The fees paid by the Registrant Subsidiaries to AEP Credit for customer accounts receivable sold were:



	Three Months Ended March 31,
Company	2015		2014
	(in thousands)
APCo	$	2,454	$	2,423
I&M	2,357		2,040
OPCo	8,015		7,498
PSO	1,422		1,323
SWEPCo	1,722		1,566

The Registrant Subsidiaries’ proceeds on the sale of receivables to AEP Credit were:



	Three Months Ended March 31,
Company	2015		2014
	(in thousands)
APCo	$	429,624	$	437,196
I&M	419,560		407,150
OPCo	714,985		686,627
PSO	302,501		290,217
SWEPCo	373,167		390,588

Financing Activities

FINANCING ACTIVITIES

Long-term Debt

Long-term debt and other securities issued, retired and principal payments made during the first three months of 2015 are shown in the tables below:



Company	Type of Debt	Principal Amount (a)		Interest Rate	Due Date
Issuances:		(in thousands)		(%)
PSO	Senior Unsecured Notes	$	125,000	3.17	2025
PSO	Senior Unsecured Notes	125,000		4.09	2045
SWEPCo	Pollution Control Bonds	53,500		1.60	2019
SWEPCo	Senior Unsecured Notes	400,000		3.90	2045


(a)	Amounts indicated on the statements of cash flows are net of issuance costs and premium or discount and will not tie to the issuance amounts.



Company	Type of Debt	Principal Amount Paid		Interest Rate	Due Date
Retirements and Principal Payments:		(in thousands)		(%)
APCo	Land Note	$	9	13.718	2026
APCo	Securitization Bonds	11,037		2.008	2024
I&M	Notes Payable	8,643		Variable	2016
I&M	Notes Payable	6,943		Variable	2017
I&M	Notes Payable	6,600		Variable	2019
I&M	Notes Payable	429		Variable	2016
I&M	Notes Payable	297		2.12	2016
I&M	Other Long-term Debt	2,750		Variable	2015
I&M	Other Long-term Debt	275		6.00	2025
OPCo	Other Long-term Debt	19		1.149	2028
OPCo	Securitization Bonds	22,200		0.958	2018
PSO	Other Long-term Debt	106		3.00	2027
SWEPCo	Notes Payable	1,625		4.58	2032
SWEPCo	Pollution Control Bonds	53,500		3.25	2015

In April 2015, APCo issued $86 million of 1.9% Pollution Control Bonds due in 2019 and retired $86 million of 3.125% Notes Payable – Affiliated due in 2015.

In April 2015, OPCo retired $86 million of 3.125% Pollution Control Bonds due in 2015.

In April 2015, SWEPCo retired $100 million of 5.375% Senior Unsecured Notes due in 2015.

As of March 31, 2015, trustees held on behalf of I&M and OPCo, $40 million and $345 million, respectively, of their reacquired Pollution Control Bonds.

Dividend Restrictions

The Registrant Subsidiaries pay dividends to Parent provided funds are legally available. Various financing arrangements and regulatory requirements may impose certain restrictions on the ability of the Registrant Subsidiaries to transfer funds to Parent in the form of dividends.

Federal Power Act

The Federal Power Act prohibits each of the Registrant Subsidiaries from participating “in the making or paying of any dividends of such public utility from any funds properly included in capital account.” The term “capital account” is not defined in the Federal Power Act or its regulations. Management understands “capital account” to mean the book value of the common stock. This restriction does not limit the ability of the Registrant Subsidiaries to pay dividends out of retained earnings.

Additionally, the Federal Power Act creates a reserve on earnings attributable to hydroelectric generation plants. Because of their respective ownership of such plants, this reserve applies to APCo and I&M.

Leverage Restrictions

Pursuant to the credit agreement leverage restrictions, APCo, I&M, PSO and SWEPCo must maintain a percentage of debt to total capitalization at a level that does not exceed 67.5%.

Utility Money Pool – AEP System

The AEP System uses a corporate borrowing program to meet the short-term borrowing needs of AEP’s subsidiaries. The corporate borrowing program includes a Utility Money Pool, which funds AEP’s utility subsidiaries. The AEP System Utility Money Pool operates in accordance with the terms and conditions of the AEP System Utility Money Pool agreement filed with the FERC. The amounts of outstanding loans to (borrowings from) the Utility Money Pool as of March 31, 2015 and December 31, 2014 are included in Advances to Affiliates and Advances from Affiliates, respectively, on each of the Registrant Subsidiaries’ condensed balance sheets. The Utility Money Pool participants’ money pool activity and their corresponding authorized borrowing limits for the three months ended March 31, 2015 are described in the following table:



Company	Maximum Borrowings from the Utility Money Pool		Maximum Loans to the Utility Money Pool		Average Borrowings from the Utility Money Pool		Average Loans to the Utility Money Pool		Net Loans to (Borrowings from) the Utility Money Pool as of March 31, 2015			Authorized Short-term Borrowing Limit
	(in thousands)
APCo	$	—	$	185,121	$	—	$	115,109	$	152,148		$	600,000
I&M	200,032		13,514		149,526		13,496		(154,653		)	500,000
OPCo	—		367,472		—		301,505		291,256			400,000
PSO	165,947		62,255		113,117		16,812		62,255			300,000
SWEPCo	112,481		293,378		52,596		96,548		293,378			350,000

The maximum and minimum interest rates for funds either borrowed from or loaned to the Utility Money Pool were as follows:



	Three Months Ended March 31,
	2015		2014
Maximum Interest Rate	0.59	%	0.33	%
Minimum Interest Rate	0.39	%	0.28	%

The average interest rates for funds borrowed from and loaned to the Utility Money Pool for the three months ended March 31, 2015 and 2014 are summarized for all Registrant Subsidiaries in the following table:



	Average Interest Rate for Funds Borrowed from the Utility Money Pool for				Average Interest Rate for Funds Loaned to the Utility Money Pool for
	Three Months Ended March 31,				Three Months Ended March 31,
Company	2015		2014		2015		2014
APCo	—	%	—	%	0.45	%	0.31	%
I&M	0.46	%	—	%	0.46	%	0.31	%
OPCo	—	%	0.31	%	0.46	%	0.29	%
PSO	0.49	%	0.31	%	0.44	%	—	%
SWEPCo	0.46	%	0.31	%	0.52	%	—	%

Credit Facilities

For a discussion of credit facilities, see “Letters of Credit” section of Note 5.

Sale of Receivables – AEP Credit

Under a sale of receivables arrangement, the Registrant Subsidiaries sell, without recourse, certain of their customer accounts receivable and accrued unbilled revenue balances to AEP Credit and are charged a fee based on AEP Credit’s financing costs, administrative costs and uncollectible accounts experience for each Registrant Subsidiary’s receivables. APCo does not have regulatory authority to sell its West Virginia accounts receivable. The costs of customer accounts receivable sold are reported in Other Operation expense on the Registrant Subsidiaries’ condensed statements of income. The Registrant Subsidiaries manage and service their customer accounts receivable sold.

AEP Credit's receivables securitization agreement provides a commitment of $750 million from bank conduits to purchase receivables. The agreement was increased in June 2014 from $700 million and expires in June 2016.

The amount of accounts receivable and accrued unbilled revenues under the sale of receivables agreement for each Registrant Subsidiary as of March 31, 2015 and December 31, 2014 was as follows:



	March 31,		December 31,
Company	2015		2014
	(in thousands)
APCo	$	164,414	$	159,823
I&M	152,843		137,459
OPCo	383,572		365,834
PSO	110,513		112,905
SWEPCo	132,161		148,668

The fees paid by the Registrant Subsidiaries to AEP Credit for customer accounts receivable sold were:



	Three Months Ended March 31,
Company	2015		2014
	(in thousands)
APCo	$	2,454	$	2,423
I&M	2,357		2,040
OPCo	8,015		7,498
PSO	1,422		1,323
SWEPCo	1,722		1,566

The Registrant Subsidiaries’ proceeds on the sale of receivables to AEP Credit were:



	Three Months Ended March 31,
Company	2015		2014
	(in thousands)
APCo	$	429,624	$	437,196
I&M	419,560		407,150
OPCo	714,985		686,627
PSO	302,501		290,217
SWEPCo	373,167		390,588

Financing Activities

FINANCING ACTIVITIES

Long-term Debt

Long-term debt and other securities issued, retired and principal payments made during the first three months of 2015 are shown in the tables below:



Company	Type of Debt	Principal Amount (a)		Interest Rate	Due Date
Issuances:		(in thousands)		(%)
PSO	Senior Unsecured Notes	$	125,000	3.17	2025
PSO	Senior Unsecured Notes	125,000		4.09	2045
SWEPCo	Pollution Control Bonds	53,500		1.60	2019
SWEPCo	Senior Unsecured Notes	400,000		3.90	2045


(a)	Amounts indicated on the statements of cash flows are net of issuance costs and premium or discount and will not tie to the issuance amounts.



Company	Type of Debt	Principal Amount Paid		Interest Rate	Due Date
Retirements and Principal Payments:		(in thousands)		(%)
APCo	Land Note	$	9	13.718	2026
APCo	Securitization Bonds	11,037		2.008	2024
I&M	Notes Payable	8,643		Variable	2016
I&M	Notes Payable	6,943		Variable	2017
I&M	Notes Payable	6,600		Variable	2019
I&M	Notes Payable	429		Variable	2016
I&M	Notes Payable	297		2.12	2016
I&M	Other Long-term Debt	2,750		Variable	2015
I&M	Other Long-term Debt	275		6.00	2025
OPCo	Other Long-term Debt	19		1.149	2028
OPCo	Securitization Bonds	22,200		0.958	2018
PSO	Other Long-term Debt	106		3.00	2027
SWEPCo	Notes Payable	1,625		4.58	2032
SWEPCo	Pollution Control Bonds	53,500		3.25	2015

In April 2015, APCo issued $86 million of 1.9% Pollution Control Bonds due in 2019 and retired $86 million of 3.125% Notes Payable – Affiliated due in 2015.

In April 2015, OPCo retired $86 million of 3.125% Pollution Control Bonds due in 2015.

In April 2015, SWEPCo retired $100 million of 5.375% Senior Unsecured Notes due in 2015.

As of March 31, 2015, trustees held on behalf of I&M and OPCo, $40 million and $345 million, respectively, of their reacquired Pollution Control Bonds.

Dividend Restrictions

The Registrant Subsidiaries pay dividends to Parent provided funds are legally available. Various financing arrangements and regulatory requirements may impose certain restrictions on the ability of the Registrant Subsidiaries to transfer funds to Parent in the form of dividends.

Federal Power Act

The Federal Power Act prohibits each of the Registrant Subsidiaries from participating “in the making or paying of any dividends of such public utility from any funds properly included in capital account.” The term “capital account” is not defined in the Federal Power Act or its regulations. Management understands “capital account” to mean the book value of the common stock. This restriction does not limit the ability of the Registrant Subsidiaries to pay dividends out of retained earnings.

Additionally, the Federal Power Act creates a reserve on earnings attributable to hydroelectric generation plants. Because of their respective ownership of such plants, this reserve applies to APCo and I&M.

Leverage Restrictions

Pursuant to the credit agreement leverage restrictions, APCo, I&M, PSO and SWEPCo must maintain a percentage of debt to total capitalization at a level that does not exceed 67.5%.

Utility Money Pool – AEP System

The AEP System uses a corporate borrowing program to meet the short-term borrowing needs of AEP’s subsidiaries. The corporate borrowing program includes a Utility Money Pool, which funds AEP’s utility subsidiaries. The AEP System Utility Money Pool operates in accordance with the terms and conditions of the AEP System Utility Money Pool agreement filed with the FERC. The amounts of outstanding loans to (borrowings from) the Utility Money Pool as of March 31, 2015 and December 31, 2014 are included in Advances to Affiliates and Advances from Affiliates, respectively, on each of the Registrant Subsidiaries’ condensed balance sheets. The Utility Money Pool participants’ money pool activity and their corresponding authorized borrowing limits for the three months ended March 31, 2015 are described in the following table:



Company	Maximum Borrowings from the Utility Money Pool		Maximum Loans to the Utility Money Pool		Average Borrowings from the Utility Money Pool		Average Loans to the Utility Money Pool		Net Loans to (Borrowings from) the Utility Money Pool as of March 31, 2015			Authorized Short-term Borrowing Limit
	(in thousands)
APCo	$	—	$	185,121	$	—	$	115,109	$	152,148		$	600,000
I&M	200,032		13,514		149,526		13,496		(154,653		)	500,000
OPCo	—		367,472		—		301,505		291,256			400,000
PSO	165,947		62,255		113,117		16,812		62,255			300,000
SWEPCo	112,481		293,378		52,596		96,548		293,378			350,000

The maximum and minimum interest rates for funds either borrowed from or loaned to the Utility Money Pool were as follows:



	Three Months Ended March 31,
	2015		2014
Maximum Interest Rate	0.59	%	0.33	%
Minimum Interest Rate	0.39	%	0.28	%

The average interest rates for funds borrowed from and loaned to the Utility Money Pool for the three months ended March 31, 2015 and 2014 are summarized for all Registrant Subsidiaries in the following table:



	Average Interest Rate for Funds Borrowed from the Utility Money Pool for				Average Interest Rate for Funds Loaned to the Utility Money Pool for
	Three Months Ended March 31,				Three Months Ended March 31,
Company	2015		2014		2015		2014
APCo	—	%	—	%	0.45	%	0.31	%
I&M	0.46	%	—	%	0.46	%	0.31	%
OPCo	—	%	0.31	%	0.46	%	0.29	%
PSO	0.49	%	0.31	%	0.44	%	—	%
SWEPCo	0.46	%	0.31	%	0.52	%	—	%

Credit Facilities

For a discussion of credit facilities, see “Letters of Credit” section of Note 5.

Sale of Receivables – AEP Credit

Under a sale of receivables arrangement, the Registrant Subsidiaries sell, without recourse, certain of their customer accounts receivable and accrued unbilled revenue balances to AEP Credit and are charged a fee based on AEP Credit’s financing costs, administrative costs and uncollectible accounts experience for each Registrant Subsidiary’s receivables. APCo does not have regulatory authority to sell its West Virginia accounts receivable. The costs of customer accounts receivable sold are reported in Other Operation expense on the Registrant Subsidiaries’ condensed statements of income. The Registrant Subsidiaries manage and service their customer accounts receivable sold.

AEP Credit's receivables securitization agreement provides a commitment of $750 million from bank conduits to purchase receivables. The agreement was increased in June 2014 from $700 million and expires in June 2016.

The amount of accounts receivable and accrued unbilled revenues under the sale of receivables agreement for each Registrant Subsidiary as of March 31, 2015 and December 31, 2014 was as follows:



	March 31,		December 31,
Company	2015		2014
	(in thousands)
APCo	$	164,414	$	159,823
I&M	152,843		137,459
OPCo	383,572		365,834
PSO	110,513		112,905
SWEPCo	132,161		148,668

The fees paid by the Registrant Subsidiaries to AEP Credit for customer accounts receivable sold were:



	Three Months Ended March 31,
Company	2015		2014
	(in thousands)
APCo	$	2,454	$	2,423
I&M	2,357		2,040
OPCo	8,015		7,498
PSO	1,422		1,323
SWEPCo	1,722		1,566

The Registrant Subsidiaries’ proceeds on the sale of receivables to AEP Credit were:



	Three Months Ended March 31,
Company	2015		2014
	(in thousands)
APCo	$	429,624	$	437,196
I&M	419,560		407,150
OPCo	714,985		686,627
PSO	302,501		290,217
SWEPCo	373,167		390,588

Financing Activities

FINANCING ACTIVITIES

Long-term Debt

Long-term debt and other securities issued, retired and principal payments made during the first three months of 2015 are shown in the tables below:



Company	Type of Debt	Principal Amount (a)		Interest Rate	Due Date
Issuances:		(in thousands)		(%)
PSO	Senior Unsecured Notes	$	125,000	3.17	2025
PSO	Senior Unsecured Notes	125,000		4.09	2045
SWEPCo	Pollution Control Bonds	53,500		1.60	2019
SWEPCo	Senior Unsecured Notes	400,000		3.90	2045


(a)	Amounts indicated on the statements of cash flows are net of issuance costs and premium or discount and will not tie to the issuance amounts.



Company	Type of Debt	Principal Amount Paid		Interest Rate	Due Date
Retirements and Principal Payments:		(in thousands)		(%)
APCo	Land Note	$	9	13.718	2026
APCo	Securitization Bonds	11,037		2.008	2024
I&M	Notes Payable	8,643		Variable	2016
I&M	Notes Payable	6,943		Variable	2017
I&M	Notes Payable	6,600		Variable	2019
I&M	Notes Payable	429		Variable	2016
I&M	Notes Payable	297		2.12	2016
I&M	Other Long-term Debt	2,750		Variable	2015
I&M	Other Long-term Debt	275		6.00	2025
OPCo	Other Long-term Debt	19		1.149	2028
OPCo	Securitization Bonds	22,200		0.958	2018
PSO	Other Long-term Debt	106		3.00	2027
SWEPCo	Notes Payable	1,625		4.58	2032
SWEPCo	Pollution Control Bonds	53,500		3.25	2015

In April 2015, APCo issued $86 million of 1.9% Pollution Control Bonds due in 2019 and retired $86 million of 3.125% Notes Payable – Affiliated due in 2015.

In April 2015, OPCo retired $86 million of 3.125% Pollution Control Bonds due in 2015.

In April 2015, SWEPCo retired $100 million of 5.375% Senior Unsecured Notes due in 2015.

As of March 31, 2015, trustees held on behalf of I&M and OPCo, $40 million and $345 million, respectively, of their reacquired Pollution Control Bonds.

Dividend Restrictions

The Registrant Subsidiaries pay dividends to Parent provided funds are legally available. Various financing arrangements and regulatory requirements may impose certain restrictions on the ability of the Registrant Subsidiaries to transfer funds to Parent in the form of dividends.

Federal Power Act

The Federal Power Act prohibits each of the Registrant Subsidiaries from participating “in the making or paying of any dividends of such public utility from any funds properly included in capital account.” The term “capital account” is not defined in the Federal Power Act or its regulations. Management understands “capital account” to mean the book value of the common stock. This restriction does not limit the ability of the Registrant Subsidiaries to pay dividends out of retained earnings.

Additionally, the Federal Power Act creates a reserve on earnings attributable to hydroelectric generation plants. Because of their respective ownership of such plants, this reserve applies to APCo and I&M.

Leverage Restrictions

Pursuant to the credit agreement leverage restrictions, APCo, I&M, PSO and SWEPCo must maintain a percentage of debt to total capitalization at a level that does not exceed 67.5%.

Utility Money Pool – AEP System

The AEP System uses a corporate borrowing program to meet the short-term borrowing needs of AEP’s subsidiaries. The corporate borrowing program includes a Utility Money Pool, which funds AEP’s utility subsidiaries. The AEP System Utility Money Pool operates in accordance with the terms and conditions of the AEP System Utility Money Pool agreement filed with the FERC. The amounts of outstanding loans to (borrowings from) the Utility Money Pool as of March 31, 2015 and December 31, 2014 are included in Advances to Affiliates and Advances from Affiliates, respectively, on each of the Registrant Subsidiaries’ condensed balance sheets. The Utility Money Pool participants’ money pool activity and their corresponding authorized borrowing limits for the three months ended March 31, 2015 are described in the following table:



Company	Maximum Borrowings from the Utility Money Pool		Maximum Loans to the Utility Money Pool		Average Borrowings from the Utility Money Pool		Average Loans to the Utility Money Pool		Net Loans to (Borrowings from) the Utility Money Pool as of March 31, 2015			Authorized Short-term Borrowing Limit
	(in thousands)
APCo	$	—	$	185,121	$	—	$	115,109	$	152,148		$	600,000
I&M	200,032		13,514		149,526		13,496		(154,653		)	500,000
OPCo	—		367,472		—		301,505		291,256			400,000
PSO	165,947		62,255		113,117		16,812		62,255			300,000
SWEPCo	112,481		293,378		52,596		96,548		293,378			350,000

The maximum and minimum interest rates for funds either borrowed from or loaned to the Utility Money Pool were as follows:



	Three Months Ended March 31,
	2015		2014
Maximum Interest Rate	0.59	%	0.33	%
Minimum Interest Rate	0.39	%	0.28	%

The average interest rates for funds borrowed from and loaned to the Utility Money Pool for the three months ended March 31, 2015 and 2014 are summarized for all Registrant Subsidiaries in the following table:



	Average Interest Rate for Funds Borrowed from the Utility Money Pool for				Average Interest Rate for Funds Loaned to the Utility Money Pool for
	Three Months Ended March 31,				Three Months Ended March 31,
Company	2015		2014		2015		2014
APCo	—	%	—	%	0.45	%	0.31	%
I&M	0.46	%	—	%	0.46	%	0.31	%
OPCo	—	%	0.31	%	0.46	%	0.29	%
PSO	0.49	%	0.31	%	0.44	%	—	%
SWEPCo	0.46	%	0.31	%	0.52	%	—	%

Credit Facilities

For a discussion of credit facilities, see “Letters of Credit” section of Note 5.

Sale of Receivables – AEP Credit

Under a sale of receivables arrangement, the Registrant Subsidiaries sell, without recourse, certain of their customer accounts receivable and accrued unbilled revenue balances to AEP Credit and are charged a fee based on AEP Credit’s financing costs, administrative costs and uncollectible accounts experience for each Registrant Subsidiary’s receivables. APCo does not have regulatory authority to sell its West Virginia accounts receivable. The costs of customer accounts receivable sold are reported in Other Operation expense on the Registrant Subsidiaries’ condensed statements of income. The Registrant Subsidiaries manage and service their customer accounts receivable sold.

AEP Credit's receivables securitization agreement provides a commitment of $750 million from bank conduits to purchase receivables. The agreement was increased in June 2014 from $700 million and expires in June 2016.

The amount of accounts receivable and accrued unbilled revenues under the sale of receivables agreement for each Registrant Subsidiary as of March 31, 2015 and December 31, 2014 was as follows:



	March 31,		December 31,
Company	2015		2014
	(in thousands)
APCo	$	164,414	$	159,823
I&M	152,843		137,459
OPCo	383,572		365,834
PSO	110,513		112,905
SWEPCo	132,161		148,668

The fees paid by the Registrant Subsidiaries to AEP Credit for customer accounts receivable sold were:



	Three Months Ended March 31,
Company	2015		2014
	(in thousands)
APCo	$	2,454	$	2,423
I&M	2,357		2,040
OPCo	8,015		7,498
PSO	1,422		1,323
SWEPCo	1,722		1,566

The Registrant Subsidiaries’ proceeds on the sale of receivables to AEP Credit were:



	Three Months Ended March 31,
Company	2015		2014
	(in thousands)
APCo	$	429,624	$	437,196
I&M	419,560		407,150
OPCo	714,985		686,627
PSO	302,501		290,217
SWEPCo	373,167		390,588