Other Temporary Investments



	March 31, 2015				December 31, 2014
	Book Value		Fair Value		Book Value		Fair Value
	(in millions)
Long-term Debt	$	19,229	$	22,015	$	18,684	$	21,075



	March 31, 2015
Other Temporary Investments	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(in millions)
Restricted Cash (a)	$	186	$	—	$	—	$	186
Fixed Income Securities – Mutual Funds	81		—		—		81
Equity Securities – Mutual Funds	13		13		—		26
Total Other Temporary Investments	$	280	$	13	$	—	$	293

	December 31, 2014
Other Temporary Investments	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(in millions)
Restricted Cash (a)	$	280	$	—	$	—	$	280
Fixed Income Securities – Mutual Funds	81		—		—		81
Equity Securities – Mutual Funds	13		12		—		25
Total Other Temporary Investments	$	374	$	12	$	—	$	386


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

Debt and Equity Securities Within Other Temporary Investments



	Three Months Ended March 31,
	2015		2014
	(in millions)
Proceeds from Investment Sales	$	—	$	—
Purchases of Investments	—		1
Gross Realized Gains on Investment Sales	—		—
Gross Realized Losses on Investment Sales	—		—

Securities Activity Within the Decommissioning and SNF Trusts



	March 31, 2015							December 31, 2014
	Estimated Fair Value		Gross Unrealized Gains		Other-Than- Temporary Impairments			Estimated Fair Value		Gross Unrealized Gains		Other-Than- Temporary Impairments
	(in millions)
Cash and Cash Equivalents	$	31	$	—	$	—		$	20	$	—	$	—
Fixed Income Securities:
United States Government	695		51		(3		)	697		45		(5		)
Corporate Debt	60		5		(1		)	48		4		(1		)
State and Local Government	201		1		(1		)	208		1		—
Subtotal Fixed Income Securities	956		57		(5		)	953		50		(6		)
Equity Securities – Domestic	1,135		601		(78		)	1,123		599		(79		)
Spent Nuclear Fuel and Decommissioning Trusts	$	2,122	$	658	$	(83	)	$	2,096	$	649	$	(85	)



	Three Months Ended March 31,
	2015		2014
	(in millions)
Proceeds from Investment Sales	$	228	$	148
Purchases of Investments	246		164
Gross Realized Gains on Investment Sales	11		8
Gross Realized Losses on Investment Sales	4		1

Contractual Maturities, Fair Value of Debt Securities in Nuclear Trusts



	Fair Value of Fixed Income Securities
	(in millions)
Within 1 year	$	148
1 year – 5 years	407
5 years – 10 years	174
After 10 years	227
Total	$	956

Fair Value, Assets and Liabilities Measured on Recurring Basis

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in millions)

Cash and Cash Equivalents (a)	$	21	$	6	$	—	$	163		$	190

Other Temporary Investments
Restricted Cash (a)	171		2		—		13			186
Fixed Income Securities – Mutual Funds	81		—		—		—			81
Equity Securities – Mutual Funds (b)	26		—		—		—			26
Total Other Temporary Investments	278		2		—		13			293

Risk Management Assets
Risk Management Commodity Contracts (c) (d)	35		555		165		(259		)	496
Cash Flow Hedges:
Commodity Hedges (c)	—		10		1		(7		)	4
Fair Value Hedges	—		—		—		3			3
Total Risk Management Assets	35		565		166		(263		)	503

Spent Nuclear Fuel and Decommissioning Trusts
Cash and Cash Equivalents (e)	23		—		—		8			31
Fixed Income Securities:
United States Government	—		695		—		—			695
Corporate Debt	—		60		—		—			60
State and Local Government	—		201		—		—			201
Subtotal Fixed Income Securities	—		956		—		—			956
Equity Securities – Domestic (b)	1,135		—		—		—			1,135
Total Spent Nuclear Fuel and Decommissioning Trusts	1,158		956		—		8			2,122

Total Assets	$	1,492	$	1,529	$	166	$	(79	)	$	3,108

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (c) (d)	$	54	$	428	$	30	$	(291	)	$	221
Cash Flow Hedges:
Commodity Hedges (c)	—		14		5		(7		)	12
Interest Rate/Foreign Currency Hedges	—		1		—		—			1
Fair Value Hedges	—		2		—		3			5
Total Risk Management Liabilities	$	54	$	445	$	35	$	(295	)	$	239

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in millions)

Cash and Cash Equivalents (a)	$	17	$	1	$	—	$	145		$	163

Other Temporary Investments
Restricted Cash (a)	234		9		—		37			280
Fixed Income Securities – Mutual Funds	81		—		—		—			81
Equity Securities – Mutual Funds (b)	25		—		—		—			25
Total Other Temporary Investments	340		9		—		37			386

Risk Management Assets
Risk Management Commodity Contracts (c) (f)	37		528		190		(302		)	453
Cash Flow Hedges:
Commodity Hedges (c)	—		32		—		(16		)	16
Fair Value Hedges	—		1		—		2			3
Total Risk Management Assets	37		561		190		(316		)	472

Spent Nuclear Fuel and Decommissioning Trusts
Cash and Cash Equivalents (e)	9		—		—		11			20
Fixed Income Securities:
United States Government	—		697		—		—			697
Corporate Debt	—		48		—		—			48
State and Local Government	—		208		—		—			208
Subtotal Fixed Income Securities	—		953		—		—			953
Equity Securities – Domestic (b)	1,123		—		—		—			1,123
Total Spent Nuclear Fuel and Decommissioning Trusts	1,132		953		—		11			2,096

Total Assets	$	1,526	$	1,524	$	190	$	(123	)	$	3,117

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (c) (f)	$	65	$	432	$	36	$	(334	)	$	199
Cash Flow Hedges:
Commodity Hedges (c)	—		27		3		(16		)	14
Interest Rate/Foreign Currency Hedges	—		1		—		—			1
Fair Value Hedges	—		7		—		2			9
Total Risk Management Liabilities	$	65	$	467	$	39	$	(348	)	$	223


(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, 2015 maturity of the net fair value of risk management contracts prior to cash collateral, assets/(liabilities), is as follows: Level 1 matures $(8) million in 2015 and ($11) million in periods 2016-2018; Level 2 matures $19 million in 2015, $60 million in periods 2016-2018, $21 million in periods 2019-2020 and $27 million in periods 2021-2030; Level 3 matures $23 million in 2015, $31 million in periods 2016-2018, $9 million in periods 2019-2020 and $72 million in periods 2021-2030. Risk management commodity contracts are substantially comprised of power contracts.


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

(f)

The December 31, 2014 maturity of the net fair value of risk management contracts prior to cash collateral, assets/(liabilities), is as follows: Level 1 matures $(18) million in 2015 and ($10) million in periods 2016-2018; Level 2 matures $31 million in 2015, $52 million in periods 2016-2018, $12 million in periods 2019-2020 and $1 million in periods 2021-2030; Level 3 matures $50 million in 2015, $29 million in periods 2016-2018, $9 million in periods 2019-2020 and $66 million in periods 2021-2030. Risk management commodity contracts are substantially comprised of power contracts.

Changes in Fair Value of Net Trading Derivatives and Other Investments



Three Months Ended March 31, 2015	Net Risk Management Assets (Liabilities)
	(in millions)
Balance as of December 31, 2014	$	151
Realized Gain (Loss) Included in Net Income (or Changes in Net Assets) (a) (b)	9
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	(2		)
Purchases, Issuances and Settlements (c)	(39		)
Transfers into Level 3 (d) (e)	15
Transfers out of Level 3 (e) (f)	(12		)
Changes in Fair Value Allocated to Regulated Jurisdictions (g)	4
Balance as of March 31, 2015	$	131



Three Months Ended March 31, 2014	Net Risk Management 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


(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.


(c)	Represents the settlement of risk management commodity contracts for the reporting period.


(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

March 31, 2015



						Significant	Input/Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input	Low			High		Average
	(in millions)
Energy Contracts	$	160	$	32	Discounted Cash Flow	Forward Market Price (a)	$	0.53		$	163.52	$	37.67
						Counterparty Credit Risk (b)	373
FTRs	6		3		Discounted Cash Flow	Forward Market Price (a)	(10.12		)	10.85		0.57
Total	$	166	$	35

Significant Unobservable Inputs

December 31, 2014



						Significant	Input/Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input	Low			High		Average
	(in millions)
Energy Contracts	$	157	$	37	Discounted Cash Flow	Forward Market Price (a)	$	11.37		$	159.92	$	57.18
						Counterparty Credit Risk (b)	303
FTRs	33		2		Discounted Cash Flow	Forward Market Price (a)	(14.63		)	20.02		0.96
Total	$	190	$	39


(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]

March 31, 2015



Significant Unobservable Input	Position	Change in Input	Impact on Fair Value Measurement
Forward Market Price	Buy	Increase (Decrease)	Higher (Lower)
Forward Market Price	Sell	Increase (Decrease)	Lower (Higher)
Counterparty Credit Risk	Loss	Increase (Decrease)	Higher (Lower)
Counterparty Credit Risk	Gain	Increase (Decrease)	Lower (Higher)



	March 31, 2015				December 31, 2014
Company	Book Value		Fair Value		Book Value		Fair Value
	(in thousands)
APCo	$	3,969,405	$	4,815,530	$	3,980,274	$	4,711,210
I&M	2,001,609		2,260,547		2,027,397		2,255,124
OPCo	2,275,041		2,735,382		2,297,123		2,709,452
PSO	1,291,015		1,501,358		1,041,036		1,216,205
SWEPCo	2,535,361		2,827,604		2,140,437		2,402,639

Securities Activity Within the Decommissioning and SNF Trusts



	March 31, 2015							December 31, 2014
	Estimated Fair Value		Gross Unrealized Gains		Other-Than-Temporary Impairments			Estimated Fair Value		Gross Unrealized Gains		Other-Than-Temporary Impairments
	(in thousands)
Cash and Cash Equivalents	$	30,731	$	—	$	—		$	19,966	$	—	$	—
Fixed Income Securities:
United States Government	695,576		51,093		(2,616		)	697,042		44,615		(5,016		)
Corporate Debt	59,764		5,208		(908		)	47,792		4,523		(1,018		)
State and Local Government	200,707		982		(736		)	208,553		1,206		(319		)
Subtotal Fixed Income Securities	956,047		57,283		(4,260		)	953,387		50,344		(6,353		)
Equity Securities - Domestic	1,135,609		601,023		(78,643		)	1,122,379		598,788		(79,142		)
Spent Nuclear Fuel and Decommissioning Trusts	$	2,122,387	$	658,306	$	(82,903	)	$	2,095,732	$	649,132	$	(85,495	)



	Three Months Ended March 31,
	2015		2014
	(in thousands)
Proceeds from Investment Sales	$	228,164	$	147,700
Purchases of Investments	245,841		164,511
Gross Realized Gains on Investment Sales	11,153		8,141
Gross Realized Losses on Investment Sales	3,771		874

Contractual Maturities, Fair Value of Debt Securities in Nuclear Trusts



	Fair Value of Fixed Income Securities
	(in thousands)
Within 1 year	$	148,126
1 year – 5 years	406,568
5 years – 10 years	173,946
After 10 years	227,407
Total	$	956,047

Fair Value, Assets and Liabilities Measured on Recurring Basis

APCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Restricted Cash for Securitized Funding (a)	$	7,884	$	—	$	—	$	33		$	7,917

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	226		16,014		7,864		(7,563		)	16,541

Total Assets:	$	8,110	$	16,014	$	7,864	$	(7,530	)	$	24,458

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	244	$	16,813	$	1,877	$	(8,240	)	$	10,694

APCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Restricted Cash for Securitized Funding (a)	$	15,599	$	—	$	—	$	33		$	15,632

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	206		20,197		17,654		(9,374		)	28,683

Total Assets:	$	15,805	$	20,197	$	17,654	$	(9,341	)	$	44,315

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	227	$	20,339	$	1,912	$	(9,404	)	$	13,074

I&M

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	$	153	$	10,671	$	6,832	$	(4,882	)	$	12,774

Spent Nuclear Fuel and Decommissioning Trusts
Cash and Cash Equivalents (d)	22,727		—		—		8,004			30,731
Fixed Income Securities:
United States Government	—		695,576		—		—			695,576
Corporate Debt	—		59,764		—		—			59,764
State and Local Government	—		200,707		—		—			200,707
Subtotal Fixed Income Securities	—		956,047		—		—			956,047
Equity Securities - Domestic (e)	1,135,609		—		—		—			1,135,609
Total Spent Nuclear Fuel and Decommissioning Trusts	1,158,336		956,047		—		8,004			2,122,387

Total Assets	$	1,158,489	$	966,718	$	6,832	$	3,122		$	2,135,161

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	166	$	9,958	$	1,259	$	(5,197	)	$	6,186

I&M

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	$	140	$	15,893	$	16,008	$	(6,396	)	$	25,645

Spent Nuclear Fuel and Decommissioning Trusts
Cash and Cash Equivalents (d)	9,418		—		—		10,548			19,966
Fixed Income Securities:
United States Government	—		697,042		—		—			697,042
Corporate Debt	—		47,792		—		—			47,792
State and Local Government	—		208,553		—		—			208,553
Subtotal Fixed Income Securities	—		953,387		—		—			953,387
Equity Securities - Domestic (e)	1,122,379		—		—		—			1,122,379
Total Spent Nuclear Fuel and Decommissioning Trusts	1,131,797		953,387		—		10,548			2,095,732

Total Assets	$	1,131,937	$	969,280	$	16,008	$	4,152		$	2,121,377

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	154	$	11,440	$	1,304	$	(6,280	)	$	6,618

OPCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other		Total
Assets:	(in thousands)

Restricted Cash for Securitized Funding (a)	$	17,125	$	—	$	—	$	9	$	17,134

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	—		—		50,536		1,158		51,694

Total Assets	$	17,125	$	—	$	50,536	$	1,167	$	68,828

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	835	$	4,594	$	354	$	5,783

OPCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Restricted Cash for Securitized Funding (a)	$	408	$	—	$	—	$	28,288		$	28,696

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	—		—		52,343		1			52,344

Total Assets	$	408	$	—	$	52,343	$	28,289		$	81,040

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	1,116	$	3,941	$	(101	)	$	4,956

PSO

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	$	—	$	18	$	130	$	(139	)	$	9

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	455	$	815	$	(568	)	$	702

PSO

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	$	—	$	—	$	360	$	(360	)	$	—

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	595	$	737	$	(414	)	$	918

SWEPCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Cash and Cash Equivalents (a)	$	6,199	$	—	$	—	$	1,776		$	7,975

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	—		23		161		(173		)	11

Total Assets	$	6,199	$	23	$	161	$	1,603		$	7,986

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	3,478	$	1,383	$	(664	)	$	4,197

SWEPCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Cash and Cash Equivalents (a)	$	12,660	$	—	$	—	$	1,696		$	14,356

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	—		31		439		(439		)	31

Total Assets	$	12,660	$	31	$	439	$	1,257		$	14,387

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	684	$	899	$	(501	)	$	1,082


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


(b)	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.”


(c)	Substantially comprised of power contracts for APCo, I&M and OPCo and coal contracts for PSO and SWEPCo.


(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, 2015	APCo			I&M			OPCo			PSO			SWEPCo
	(in thousands)
Balance as of December 31, 2014	$	15,742		$	14,704		$	48,402		$	(377	)	$	(460	)
Realized Gain (Loss) Included in Net Income (or Changes in Net Assets) (a) (b)	2,163			117			215			(259		)	5,809
Purchases, Issuances and Settlements (c)	(13,355		)	(9,053		)	(6,745		)	635			(5,351		)
Changes in Fair Value Allocated to Regulated Jurisdictions (g)	1,437			(195		)	4,070			(684		)	(1,220		)
Balance as of March 31, 2015	$	5,987		$	5,573		$	45,942		$	(685	)	$	(1,222	)



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			—		—
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


(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.


(c)	Represents the settlement of risk management commodity contracts for the reporting period.


(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

March 31, 2015

APCo



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	5,805	$	1,646	Discounted Cash Flow	Forward Market Price	$	10.55		$	51.25	$	36.89
FTRs	2,059		231		Discounted Cash Flow	Forward Market Price	(9.62		)	6.77		0.62
Total	$	7,864	$	1,877

Significant Unobservable Inputs

December 31, 2014

APCo



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	5,801	$	1,799	Discounted Cash Flow	Forward Market Price	$	13.43		$	123.02	$	52.47
FTRs	11,853		113		Discounted Cash Flow	Forward Market Price	(14.63		)	20.02		1.01
Total	$	17,654	$	1,912

Significant Unobservable Inputs

March 31, 2015

I&M



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	5,189	$	1,117	Discounted Cash Flow	Forward Market Price	$	10.55		$	51.25	$	36.89
FTRs	1,643		142		Discounted Cash Flow	Forward Market Price	(9.62		)	6.77		0.62
Total	$	6,832	$	1,259

Significant Unobservable Inputs

December 31, 2014

I&M



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	6,375	$	1,219	Discounted Cash Flow	Forward Market Price	$	13.43		$	123.02	$	52.47
FTRs	9,633		85		Discounted Cash Flow	Forward Market Price	(14.63		)	20.02		1.01
Total	$	16,008	$	1,304

Significant Unobservable Inputs

March 31, 2015

OPCo



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	49,233	$	4,564	Discounted Cash Flow	Forward Market Price	$	44.41		$	163.52	$	91.73
FTRs	1,303		30		Discounted Cash Flow	Forward Market Price	(9.62		)	6.77		0.62
Total	$	50,536	$	4,594

Significant Unobservable Inputs

December 31, 2014

OPCo



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	45,101	$	3,941	Discounted Cash Flow	Forward Market Price	$	48.25		$	159.92	$	84.04
FTRs	7,242		—		Discounted Cash Flow	Forward Market Price	(14.63		)	20.02		1.01
Total	$	52,343	$	3,941

Significant Unobservable Inputs

March 31, 2015

PSO

Significant

Forward Price Range

Fair Value

Valuation

Unobservable

Weighted

Assets

Liabilities

Technique

Input (a)

Low

High

Average

(in thousands)

FTRs

130

815

Discounted Cash Flow

Forward Market Price

(9.62

)

6.77

0.62

Significant Unobservable Inputs

December 31, 2014

PSO

Significant

Forward Price Range

Fair Value

Valuation

Unobservable

Weighted

Assets

Liabilities

Technique

Input (a)

Low

High

Average

(in thousands)

FTRs

360

737

Discounted Cash Flow

Forward Market Price

(14.63

)

20.02

1.01

Significant Unobservable Inputs

March 31, 2015

SWEPCo

Significant

Forward Price Range

Fair Value

Valuation

Unobservable

Weighted

Assets

Liabilities

Technique

Input (a)

Low

High

Average

(in thousands)

FTRs

161

1,383

Discounted Cash Flow

Forward Market Price

(9.62

)

6.77

0.62

Significant Unobservable Inputs

December 31, 2014

SWEPCo

Significant

Forward Price Range

Fair Value

Valuation

Unobservable

Weighted

Assets

Liabilities

Technique

Input (a)

Low

High

Average

(in thousands)

FTRs

439

899

Discounted Cash Flow

Forward Market Price

(14.63

)

20.02

1.01


(a)	Represents market prices in dollars per MWh.

Indiana Michigan Power Co [Member]

March 31, 2015



Significant Unobservable Input	Position	Change in Input	Impact on Fair Value Measurement
Forward Market Price	Buy	Increase (Decrease)	Higher (Lower)
Forward Market Price	Sell	Increase (Decrease)	Lower (Higher)



	March 31, 2015				December 31, 2014
Company	Book Value		Fair Value		Book Value		Fair Value
	(in thousands)
APCo	$	3,969,405	$	4,815,530	$	3,980,274	$	4,711,210
I&M	2,001,609		2,260,547		2,027,397		2,255,124
OPCo	2,275,041		2,735,382		2,297,123		2,709,452
PSO	1,291,015		1,501,358		1,041,036		1,216,205
SWEPCo	2,535,361		2,827,604		2,140,437		2,402,639

Securities Activity Within the Decommissioning and SNF Trusts



	March 31, 2015							December 31, 2014
	Estimated Fair Value		Gross Unrealized Gains		Other-Than-Temporary Impairments			Estimated Fair Value		Gross Unrealized Gains		Other-Than-Temporary Impairments
	(in thousands)
Cash and Cash Equivalents	$	30,731	$	—	$	—		$	19,966	$	—	$	—
Fixed Income Securities:
United States Government	695,576		51,093		(2,616		)	697,042		44,615		(5,016		)
Corporate Debt	59,764		5,208		(908		)	47,792		4,523		(1,018		)
State and Local Government	200,707		982		(736		)	208,553		1,206		(319		)
Subtotal Fixed Income Securities	956,047		57,283		(4,260		)	953,387		50,344		(6,353		)
Equity Securities - Domestic	1,135,609		601,023		(78,643		)	1,122,379		598,788		(79,142		)
Spent Nuclear Fuel and Decommissioning Trusts	$	2,122,387	$	658,306	$	(82,903	)	$	2,095,732	$	649,132	$	(85,495	)



	Three Months Ended March 31,
	2015		2014
	(in thousands)
Proceeds from Investment Sales	$	228,164	$	147,700
Purchases of Investments	245,841		164,511
Gross Realized Gains on Investment Sales	11,153		8,141
Gross Realized Losses on Investment Sales	3,771		874

Contractual Maturities, Fair Value of Debt Securities in Nuclear Trusts



	Fair Value of Fixed Income Securities
	(in thousands)
Within 1 year	$	148,126
1 year – 5 years	406,568
5 years – 10 years	173,946
After 10 years	227,407
Total	$	956,047

Fair Value, Assets and Liabilities Measured on Recurring Basis

APCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Restricted Cash for Securitized Funding (a)	$	7,884	$	—	$	—	$	33		$	7,917

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	226		16,014		7,864		(7,563		)	16,541

Total Assets:	$	8,110	$	16,014	$	7,864	$	(7,530	)	$	24,458

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	244	$	16,813	$	1,877	$	(8,240	)	$	10,694

APCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Restricted Cash for Securitized Funding (a)	$	15,599	$	—	$	—	$	33		$	15,632

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	206		20,197		17,654		(9,374		)	28,683

Total Assets:	$	15,805	$	20,197	$	17,654	$	(9,341	)	$	44,315

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	227	$	20,339	$	1,912	$	(9,404	)	$	13,074

I&M

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	$	153	$	10,671	$	6,832	$	(4,882	)	$	12,774

Spent Nuclear Fuel and Decommissioning Trusts
Cash and Cash Equivalents (d)	22,727		—		—		8,004			30,731
Fixed Income Securities:
United States Government	—		695,576		—		—			695,576
Corporate Debt	—		59,764		—		—			59,764
State and Local Government	—		200,707		—		—			200,707
Subtotal Fixed Income Securities	—		956,047		—		—			956,047
Equity Securities - Domestic (e)	1,135,609		—		—		—			1,135,609
Total Spent Nuclear Fuel and Decommissioning Trusts	1,158,336		956,047		—		8,004			2,122,387

Total Assets	$	1,158,489	$	966,718	$	6,832	$	3,122		$	2,135,161

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	166	$	9,958	$	1,259	$	(5,197	)	$	6,186

I&M

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	$	140	$	15,893	$	16,008	$	(6,396	)	$	25,645

Spent Nuclear Fuel and Decommissioning Trusts
Cash and Cash Equivalents (d)	9,418		—		—		10,548			19,966
Fixed Income Securities:
United States Government	—		697,042		—		—			697,042
Corporate Debt	—		47,792		—		—			47,792
State and Local Government	—		208,553		—		—			208,553
Subtotal Fixed Income Securities	—		953,387		—		—			953,387
Equity Securities - Domestic (e)	1,122,379		—		—		—			1,122,379
Total Spent Nuclear Fuel and Decommissioning Trusts	1,131,797		953,387		—		10,548			2,095,732

Total Assets	$	1,131,937	$	969,280	$	16,008	$	4,152		$	2,121,377

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	154	$	11,440	$	1,304	$	(6,280	)	$	6,618

OPCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other		Total
Assets:	(in thousands)

Restricted Cash for Securitized Funding (a)	$	17,125	$	—	$	—	$	9	$	17,134

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	—		—		50,536		1,158		51,694

Total Assets	$	17,125	$	—	$	50,536	$	1,167	$	68,828

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	835	$	4,594	$	354	$	5,783

OPCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Restricted Cash for Securitized Funding (a)	$	408	$	—	$	—	$	28,288		$	28,696

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	—		—		52,343		1			52,344

Total Assets	$	408	$	—	$	52,343	$	28,289		$	81,040

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	1,116	$	3,941	$	(101	)	$	4,956

PSO

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	$	—	$	18	$	130	$	(139	)	$	9

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	455	$	815	$	(568	)	$	702

PSO

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	$	—	$	—	$	360	$	(360	)	$	—

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	595	$	737	$	(414	)	$	918

SWEPCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Cash and Cash Equivalents (a)	$	6,199	$	—	$	—	$	1,776		$	7,975

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	—		23		161		(173		)	11

Total Assets	$	6,199	$	23	$	161	$	1,603		$	7,986

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	3,478	$	1,383	$	(664	)	$	4,197

SWEPCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Cash and Cash Equivalents (a)	$	12,660	$	—	$	—	$	1,696		$	14,356

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	—		31		439		(439		)	31

Total Assets	$	12,660	$	31	$	439	$	1,257		$	14,387

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	684	$	899	$	(501	)	$	1,082


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


(b)	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.”


(c)	Substantially comprised of power contracts for APCo, I&M and OPCo and coal contracts for PSO and SWEPCo.


(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, 2015	APCo			I&M			OPCo			PSO			SWEPCo
	(in thousands)
Balance as of December 31, 2014	$	15,742		$	14,704		$	48,402		$	(377	)	$	(460	)
Realized Gain (Loss) Included in Net Income (or Changes in Net Assets) (a) (b)	2,163			117			215			(259		)	5,809
Purchases, Issuances and Settlements (c)	(13,355		)	(9,053		)	(6,745		)	635			(5,351		)
Changes in Fair Value Allocated to Regulated Jurisdictions (g)	1,437			(195		)	4,070			(684		)	(1,220		)
Balance as of March 31, 2015	$	5,987		$	5,573		$	45,942		$	(685	)	$	(1,222	)



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			—		—
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


(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.


(c)	Represents the settlement of risk management commodity contracts for the reporting period.


(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

March 31, 2015

APCo



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	5,805	$	1,646	Discounted Cash Flow	Forward Market Price	$	10.55		$	51.25	$	36.89
FTRs	2,059		231		Discounted Cash Flow	Forward Market Price	(9.62		)	6.77		0.62
Total	$	7,864	$	1,877

Significant Unobservable Inputs

December 31, 2014

APCo



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	5,801	$	1,799	Discounted Cash Flow	Forward Market Price	$	13.43		$	123.02	$	52.47
FTRs	11,853		113		Discounted Cash Flow	Forward Market Price	(14.63		)	20.02		1.01
Total	$	17,654	$	1,912

Significant Unobservable Inputs

March 31, 2015

I&M



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	5,189	$	1,117	Discounted Cash Flow	Forward Market Price	$	10.55		$	51.25	$	36.89
FTRs	1,643		142		Discounted Cash Flow	Forward Market Price	(9.62		)	6.77		0.62
Total	$	6,832	$	1,259

Significant Unobservable Inputs

December 31, 2014

I&M



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	6,375	$	1,219	Discounted Cash Flow	Forward Market Price	$	13.43		$	123.02	$	52.47
FTRs	9,633		85		Discounted Cash Flow	Forward Market Price	(14.63		)	20.02		1.01
Total	$	16,008	$	1,304

Significant Unobservable Inputs

March 31, 2015

OPCo



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	49,233	$	4,564	Discounted Cash Flow	Forward Market Price	$	44.41		$	163.52	$	91.73
FTRs	1,303		30		Discounted Cash Flow	Forward Market Price	(9.62		)	6.77		0.62
Total	$	50,536	$	4,594

Significant Unobservable Inputs

December 31, 2014

OPCo



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	45,101	$	3,941	Discounted Cash Flow	Forward Market Price	$	48.25		$	159.92	$	84.04
FTRs	7,242		—		Discounted Cash Flow	Forward Market Price	(14.63		)	20.02		1.01
Total	$	52,343	$	3,941

Significant Unobservable Inputs

March 31, 2015

PSO

Significant

Forward Price Range

Fair Value

Valuation

Unobservable

Weighted

Assets

Liabilities

Technique

Input (a)

Low

High

Average

(in thousands)

FTRs

130

815

Discounted Cash Flow

Forward Market Price

(9.62

)

6.77

0.62

Significant Unobservable Inputs

December 31, 2014

PSO

Significant

Forward Price Range

Fair Value

Valuation

Unobservable

Weighted

Assets

Liabilities

Technique

Input (a)

Low

High

Average

(in thousands)

FTRs

360

737

Discounted Cash Flow

Forward Market Price

(14.63

)

20.02

1.01

Significant Unobservable Inputs

March 31, 2015

SWEPCo

Significant

Forward Price Range

Fair Value

Valuation

Unobservable

Weighted

Assets

Liabilities

Technique

Input (a)

Low

High

Average

(in thousands)

FTRs

161

1,383

Discounted Cash Flow

Forward Market Price

(9.62

)

6.77

0.62

Significant Unobservable Inputs

December 31, 2014

SWEPCo

Significant

Forward Price Range

Fair Value

Valuation

Unobservable

Weighted

Assets

Liabilities

Technique

Input (a)

Low

High

Average

(in thousands)

FTRs

439

899

Discounted Cash Flow

Forward Market Price

(14.63

)

20.02

1.01


(a)	Represents market prices in dollars per MWh.

March 31, 2015



Significant Unobservable Input	Position	Change in Input	Impact on Fair Value Measurement
Forward Market Price	Buy	Increase (Decrease)	Higher (Lower)
Forward Market Price	Sell	Increase (Decrease)	Lower (Higher)

Ohio Power Co [Member]



	March 31, 2015				December 31, 2014
Company	Book Value		Fair Value		Book Value		Fair Value
	(in thousands)
APCo	$	3,969,405	$	4,815,530	$	3,980,274	$	4,711,210
I&M	2,001,609		2,260,547		2,027,397		2,255,124
OPCo	2,275,041		2,735,382		2,297,123		2,709,452
PSO	1,291,015		1,501,358		1,041,036		1,216,205
SWEPCo	2,535,361		2,827,604		2,140,437		2,402,639

Securities Activity Within the Decommissioning and SNF Trusts



	March 31, 2015							December 31, 2014
	Estimated Fair Value		Gross Unrealized Gains		Other-Than-Temporary Impairments			Estimated Fair Value		Gross Unrealized Gains		Other-Than-Temporary Impairments
	(in thousands)
Cash and Cash Equivalents	$	30,731	$	—	$	—		$	19,966	$	—	$	—
Fixed Income Securities:
United States Government	695,576		51,093		(2,616		)	697,042		44,615		(5,016		)
Corporate Debt	59,764		5,208		(908		)	47,792		4,523		(1,018		)
State and Local Government	200,707		982		(736		)	208,553		1,206		(319		)
Subtotal Fixed Income Securities	956,047		57,283		(4,260		)	953,387		50,344		(6,353		)
Equity Securities - Domestic	1,135,609		601,023		(78,643		)	1,122,379		598,788		(79,142		)
Spent Nuclear Fuel and Decommissioning Trusts	$	2,122,387	$	658,306	$	(82,903	)	$	2,095,732	$	649,132	$	(85,495	)



	Three Months Ended March 31,
	2015		2014
	(in thousands)
Proceeds from Investment Sales	$	228,164	$	147,700
Purchases of Investments	245,841		164,511
Gross Realized Gains on Investment Sales	11,153		8,141
Gross Realized Losses on Investment Sales	3,771		874

Contractual Maturities, Fair Value of Debt Securities in Nuclear Trusts



	Fair Value of Fixed Income Securities
	(in thousands)
Within 1 year	$	148,126
1 year – 5 years	406,568
5 years – 10 years	173,946
After 10 years	227,407
Total	$	956,047

Fair Value, Assets and Liabilities Measured on Recurring Basis

APCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Restricted Cash for Securitized Funding (a)	$	7,884	$	—	$	—	$	33		$	7,917

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	226		16,014		7,864		(7,563		)	16,541

Total Assets:	$	8,110	$	16,014	$	7,864	$	(7,530	)	$	24,458

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	244	$	16,813	$	1,877	$	(8,240	)	$	10,694

APCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Restricted Cash for Securitized Funding (a)	$	15,599	$	—	$	—	$	33		$	15,632

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	206		20,197		17,654		(9,374		)	28,683

Total Assets:	$	15,805	$	20,197	$	17,654	$	(9,341	)	$	44,315

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	227	$	20,339	$	1,912	$	(9,404	)	$	13,074

I&M

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	$	153	$	10,671	$	6,832	$	(4,882	)	$	12,774

Spent Nuclear Fuel and Decommissioning Trusts
Cash and Cash Equivalents (d)	22,727		—		—		8,004			30,731
Fixed Income Securities:
United States Government	—		695,576		—		—			695,576
Corporate Debt	—		59,764		—		—			59,764
State and Local Government	—		200,707		—		—			200,707
Subtotal Fixed Income Securities	—		956,047		—		—			956,047
Equity Securities - Domestic (e)	1,135,609		—		—		—			1,135,609
Total Spent Nuclear Fuel and Decommissioning Trusts	1,158,336		956,047		—		8,004			2,122,387

Total Assets	$	1,158,489	$	966,718	$	6,832	$	3,122		$	2,135,161

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	166	$	9,958	$	1,259	$	(5,197	)	$	6,186

I&M

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	$	140	$	15,893	$	16,008	$	(6,396	)	$	25,645

Spent Nuclear Fuel and Decommissioning Trusts
Cash and Cash Equivalents (d)	9,418		—		—		10,548			19,966
Fixed Income Securities:
United States Government	—		697,042		—		—			697,042
Corporate Debt	—		47,792		—		—			47,792
State and Local Government	—		208,553		—		—			208,553
Subtotal Fixed Income Securities	—		953,387		—		—			953,387
Equity Securities - Domestic (e)	1,122,379		—		—		—			1,122,379
Total Spent Nuclear Fuel and Decommissioning Trusts	1,131,797		953,387		—		10,548			2,095,732

Total Assets	$	1,131,937	$	969,280	$	16,008	$	4,152		$	2,121,377

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	154	$	11,440	$	1,304	$	(6,280	)	$	6,618

OPCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other		Total
Assets:	(in thousands)

Restricted Cash for Securitized Funding (a)	$	17,125	$	—	$	—	$	9	$	17,134

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	—		—		50,536		1,158		51,694

Total Assets	$	17,125	$	—	$	50,536	$	1,167	$	68,828

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	835	$	4,594	$	354	$	5,783

OPCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Restricted Cash for Securitized Funding (a)	$	408	$	—	$	—	$	28,288		$	28,696

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	—		—		52,343		1			52,344

Total Assets	$	408	$	—	$	52,343	$	28,289		$	81,040

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	1,116	$	3,941	$	(101	)	$	4,956

PSO

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	$	—	$	18	$	130	$	(139	)	$	9

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	455	$	815	$	(568	)	$	702

PSO

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	$	—	$	—	$	360	$	(360	)	$	—

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	595	$	737	$	(414	)	$	918

SWEPCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Cash and Cash Equivalents (a)	$	6,199	$	—	$	—	$	1,776		$	7,975

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	—		23		161		(173		)	11

Total Assets	$	6,199	$	23	$	161	$	1,603		$	7,986

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	3,478	$	1,383	$	(664	)	$	4,197

SWEPCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Cash and Cash Equivalents (a)	$	12,660	$	—	$	—	$	1,696		$	14,356

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	—		31		439		(439		)	31

Total Assets	$	12,660	$	31	$	439	$	1,257		$	14,387

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	684	$	899	$	(501	)	$	1,082


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


(b)	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.”


(c)	Substantially comprised of power contracts for APCo, I&M and OPCo and coal contracts for PSO and SWEPCo.


(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, 2015	APCo			I&M			OPCo			PSO			SWEPCo
	(in thousands)
Balance as of December 31, 2014	$	15,742		$	14,704		$	48,402		$	(377	)	$	(460	)
Realized Gain (Loss) Included in Net Income (or Changes in Net Assets) (a) (b)	2,163			117			215			(259		)	5,809
Purchases, Issuances and Settlements (c)	(13,355		)	(9,053		)	(6,745		)	635			(5,351		)
Changes in Fair Value Allocated to Regulated Jurisdictions (g)	1,437			(195		)	4,070			(684		)	(1,220		)
Balance as of March 31, 2015	$	5,987		$	5,573		$	45,942		$	(685	)	$	(1,222	)



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			—		—
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


(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.


(c)	Represents the settlement of risk management commodity contracts for the reporting period.


(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

March 31, 2015

APCo



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	5,805	$	1,646	Discounted Cash Flow	Forward Market Price	$	10.55		$	51.25	$	36.89
FTRs	2,059		231		Discounted Cash Flow	Forward Market Price	(9.62		)	6.77		0.62
Total	$	7,864	$	1,877

Significant Unobservable Inputs

December 31, 2014

APCo



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	5,801	$	1,799	Discounted Cash Flow	Forward Market Price	$	13.43		$	123.02	$	52.47
FTRs	11,853		113		Discounted Cash Flow	Forward Market Price	(14.63		)	20.02		1.01
Total	$	17,654	$	1,912

Significant Unobservable Inputs

March 31, 2015

I&M



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	5,189	$	1,117	Discounted Cash Flow	Forward Market Price	$	10.55		$	51.25	$	36.89
FTRs	1,643		142		Discounted Cash Flow	Forward Market Price	(9.62		)	6.77		0.62
Total	$	6,832	$	1,259

Significant Unobservable Inputs

December 31, 2014

I&M



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	6,375	$	1,219	Discounted Cash Flow	Forward Market Price	$	13.43		$	123.02	$	52.47
FTRs	9,633		85		Discounted Cash Flow	Forward Market Price	(14.63		)	20.02		1.01
Total	$	16,008	$	1,304

Significant Unobservable Inputs

March 31, 2015

OPCo



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	49,233	$	4,564	Discounted Cash Flow	Forward Market Price	$	44.41		$	163.52	$	91.73
FTRs	1,303		30		Discounted Cash Flow	Forward Market Price	(9.62		)	6.77		0.62
Total	$	50,536	$	4,594

Significant Unobservable Inputs

December 31, 2014

OPCo



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	45,101	$	3,941	Discounted Cash Flow	Forward Market Price	$	48.25		$	159.92	$	84.04
FTRs	7,242		—		Discounted Cash Flow	Forward Market Price	(14.63		)	20.02		1.01
Total	$	52,343	$	3,941

Significant Unobservable Inputs

March 31, 2015

PSO

Significant

Forward Price Range

Fair Value

Valuation

Unobservable

Weighted

Assets

Liabilities

Technique

Input (a)

Low

High

Average

(in thousands)

FTRs

130

815

Discounted Cash Flow

Forward Market Price

(9.62

)

6.77

0.62

Significant Unobservable Inputs

December 31, 2014

PSO

Significant

Forward Price Range

Fair Value

Valuation

Unobservable

Weighted

Assets

Liabilities

Technique

Input (a)

Low

High

Average

(in thousands)

FTRs

360

737

Discounted Cash Flow

Forward Market Price

(14.63

)

20.02

1.01

Significant Unobservable Inputs

March 31, 2015

SWEPCo

Significant

Forward Price Range

Fair Value

Valuation

Unobservable

Weighted

Assets

Liabilities

Technique

Input (a)

Low

High

Average

(in thousands)

FTRs

161

1,383

Discounted Cash Flow

Forward Market Price

(9.62

)

6.77

0.62

Significant Unobservable Inputs

December 31, 2014

SWEPCo

Significant

Forward Price Range

Fair Value

Valuation

Unobservable

Weighted

Assets

Liabilities

Technique

Input (a)

Low

High

Average

(in thousands)

FTRs

439

899

Discounted Cash Flow

Forward Market Price

(14.63

)

20.02

1.01


(a)	Represents market prices in dollars per MWh.

Public Service Co Of Oklahoma [Member]

March 31, 2015



Significant Unobservable Input	Position	Change in Input	Impact on Fair Value Measurement
Forward Market Price	Buy	Increase (Decrease)	Higher (Lower)
Forward Market Price	Sell	Increase (Decrease)	Lower (Higher)



	March 31, 2015				December 31, 2014
Company	Book Value		Fair Value		Book Value		Fair Value
	(in thousands)
APCo	$	3,969,405	$	4,815,530	$	3,980,274	$	4,711,210
I&M	2,001,609		2,260,547		2,027,397		2,255,124
OPCo	2,275,041		2,735,382		2,297,123		2,709,452
PSO	1,291,015		1,501,358		1,041,036		1,216,205
SWEPCo	2,535,361		2,827,604		2,140,437		2,402,639

Securities Activity Within the Decommissioning and SNF Trusts



	March 31, 2015							December 31, 2014
	Estimated Fair Value		Gross Unrealized Gains		Other-Than-Temporary Impairments			Estimated Fair Value		Gross Unrealized Gains		Other-Than-Temporary Impairments
	(in thousands)
Cash and Cash Equivalents	$	30,731	$	—	$	—		$	19,966	$	—	$	—
Fixed Income Securities:
United States Government	695,576		51,093		(2,616		)	697,042		44,615		(5,016		)
Corporate Debt	59,764		5,208		(908		)	47,792		4,523		(1,018		)
State and Local Government	200,707		982		(736		)	208,553		1,206		(319		)
Subtotal Fixed Income Securities	956,047		57,283		(4,260		)	953,387		50,344		(6,353		)
Equity Securities - Domestic	1,135,609		601,023		(78,643		)	1,122,379		598,788		(79,142		)
Spent Nuclear Fuel and Decommissioning Trusts	$	2,122,387	$	658,306	$	(82,903	)	$	2,095,732	$	649,132	$	(85,495	)



	Three Months Ended March 31,
	2015		2014
	(in thousands)
Proceeds from Investment Sales	$	228,164	$	147,700
Purchases of Investments	245,841		164,511
Gross Realized Gains on Investment Sales	11,153		8,141
Gross Realized Losses on Investment Sales	3,771		874

Contractual Maturities, Fair Value of Debt Securities in Nuclear Trusts



	Fair Value of Fixed Income Securities
	(in thousands)
Within 1 year	$	148,126
1 year – 5 years	406,568
5 years – 10 years	173,946
After 10 years	227,407
Total	$	956,047

Fair Value, Assets and Liabilities Measured on Recurring Basis

APCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Restricted Cash for Securitized Funding (a)	$	7,884	$	—	$	—	$	33		$	7,917

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	226		16,014		7,864		(7,563		)	16,541

Total Assets:	$	8,110	$	16,014	$	7,864	$	(7,530	)	$	24,458

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	244	$	16,813	$	1,877	$	(8,240	)	$	10,694

APCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Restricted Cash for Securitized Funding (a)	$	15,599	$	—	$	—	$	33		$	15,632

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	206		20,197		17,654		(9,374		)	28,683

Total Assets:	$	15,805	$	20,197	$	17,654	$	(9,341	)	$	44,315

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	227	$	20,339	$	1,912	$	(9,404	)	$	13,074

I&M

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	$	153	$	10,671	$	6,832	$	(4,882	)	$	12,774

Spent Nuclear Fuel and Decommissioning Trusts
Cash and Cash Equivalents (d)	22,727		—		—		8,004			30,731
Fixed Income Securities:
United States Government	—		695,576		—		—			695,576
Corporate Debt	—		59,764		—		—			59,764
State and Local Government	—		200,707		—		—			200,707
Subtotal Fixed Income Securities	—		956,047		—		—			956,047
Equity Securities - Domestic (e)	1,135,609		—		—		—			1,135,609
Total Spent Nuclear Fuel and Decommissioning Trusts	1,158,336		956,047		—		8,004			2,122,387

Total Assets	$	1,158,489	$	966,718	$	6,832	$	3,122		$	2,135,161

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	166	$	9,958	$	1,259	$	(5,197	)	$	6,186

I&M

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	$	140	$	15,893	$	16,008	$	(6,396	)	$	25,645

Spent Nuclear Fuel and Decommissioning Trusts
Cash and Cash Equivalents (d)	9,418		—		—		10,548			19,966
Fixed Income Securities:
United States Government	—		697,042		—		—			697,042
Corporate Debt	—		47,792		—		—			47,792
State and Local Government	—		208,553		—		—			208,553
Subtotal Fixed Income Securities	—		953,387		—		—			953,387
Equity Securities - Domestic (e)	1,122,379		—		—		—			1,122,379
Total Spent Nuclear Fuel and Decommissioning Trusts	1,131,797		953,387		—		10,548			2,095,732

Total Assets	$	1,131,937	$	969,280	$	16,008	$	4,152		$	2,121,377

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	154	$	11,440	$	1,304	$	(6,280	)	$	6,618

OPCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other		Total
Assets:	(in thousands)

Restricted Cash for Securitized Funding (a)	$	17,125	$	—	$	—	$	9	$	17,134

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	—		—		50,536		1,158		51,694

Total Assets	$	17,125	$	—	$	50,536	$	1,167	$	68,828

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	835	$	4,594	$	354	$	5,783

OPCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Restricted Cash for Securitized Funding (a)	$	408	$	—	$	—	$	28,288		$	28,696

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	—		—		52,343		1			52,344

Total Assets	$	408	$	—	$	52,343	$	28,289		$	81,040

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	1,116	$	3,941	$	(101	)	$	4,956

PSO

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	$	—	$	18	$	130	$	(139	)	$	9

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	455	$	815	$	(568	)	$	702

PSO

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	$	—	$	—	$	360	$	(360	)	$	—

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	595	$	737	$	(414	)	$	918

SWEPCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Cash and Cash Equivalents (a)	$	6,199	$	—	$	—	$	1,776		$	7,975

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	—		23		161		(173		)	11

Total Assets	$	6,199	$	23	$	161	$	1,603		$	7,986

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	3,478	$	1,383	$	(664	)	$	4,197

SWEPCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Cash and Cash Equivalents (a)	$	12,660	$	—	$	—	$	1,696		$	14,356

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	—		31		439		(439		)	31

Total Assets	$	12,660	$	31	$	439	$	1,257		$	14,387

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	684	$	899	$	(501	)	$	1,082


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


(b)	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.”


(c)	Substantially comprised of power contracts for APCo, I&M and OPCo and coal contracts for PSO and SWEPCo.


(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, 2015	APCo			I&M			OPCo			PSO			SWEPCo
	(in thousands)
Balance as of December 31, 2014	$	15,742		$	14,704		$	48,402		$	(377	)	$	(460	)
Realized Gain (Loss) Included in Net Income (or Changes in Net Assets) (a) (b)	2,163			117			215			(259		)	5,809
Purchases, Issuances and Settlements (c)	(13,355		)	(9,053		)	(6,745		)	635			(5,351		)
Changes in Fair Value Allocated to Regulated Jurisdictions (g)	1,437			(195		)	4,070			(684		)	(1,220		)
Balance as of March 31, 2015	$	5,987		$	5,573		$	45,942		$	(685	)	$	(1,222	)



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			—		—
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


(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.


(c)	Represents the settlement of risk management commodity contracts for the reporting period.


(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

March 31, 2015

APCo



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	5,805	$	1,646	Discounted Cash Flow	Forward Market Price	$	10.55		$	51.25	$	36.89
FTRs	2,059		231		Discounted Cash Flow	Forward Market Price	(9.62		)	6.77		0.62
Total	$	7,864	$	1,877

Significant Unobservable Inputs

December 31, 2014

APCo



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	5,801	$	1,799	Discounted Cash Flow	Forward Market Price	$	13.43		$	123.02	$	52.47
FTRs	11,853		113		Discounted Cash Flow	Forward Market Price	(14.63		)	20.02		1.01
Total	$	17,654	$	1,912

Significant Unobservable Inputs

March 31, 2015

I&M



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	5,189	$	1,117	Discounted Cash Flow	Forward Market Price	$	10.55		$	51.25	$	36.89
FTRs	1,643		142		Discounted Cash Flow	Forward Market Price	(9.62		)	6.77		0.62
Total	$	6,832	$	1,259

Significant Unobservable Inputs

December 31, 2014

I&M



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	6,375	$	1,219	Discounted Cash Flow	Forward Market Price	$	13.43		$	123.02	$	52.47
FTRs	9,633		85		Discounted Cash Flow	Forward Market Price	(14.63		)	20.02		1.01
Total	$	16,008	$	1,304

Significant Unobservable Inputs

March 31, 2015

OPCo



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	49,233	$	4,564	Discounted Cash Flow	Forward Market Price	$	44.41		$	163.52	$	91.73
FTRs	1,303		30		Discounted Cash Flow	Forward Market Price	(9.62		)	6.77		0.62
Total	$	50,536	$	4,594

Significant Unobservable Inputs

December 31, 2014

OPCo



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	45,101	$	3,941	Discounted Cash Flow	Forward Market Price	$	48.25		$	159.92	$	84.04
FTRs	7,242		—		Discounted Cash Flow	Forward Market Price	(14.63		)	20.02		1.01
Total	$	52,343	$	3,941

Significant Unobservable Inputs

March 31, 2015

PSO

Significant

Forward Price Range

Fair Value

Valuation

Unobservable

Weighted

Assets

Liabilities

Technique

Input (a)

Low

High

Average

(in thousands)

FTRs

130

815

Discounted Cash Flow

Forward Market Price

(9.62

)

6.77

0.62

Significant Unobservable Inputs

December 31, 2014

PSO

Significant

Forward Price Range

Fair Value

Valuation

Unobservable

Weighted

Assets

Liabilities

Technique

Input (a)

Low

High

Average

(in thousands)

FTRs

360

737

Discounted Cash Flow

Forward Market Price

(14.63

)

20.02

1.01

Significant Unobservable Inputs

March 31, 2015

SWEPCo

Significant

Forward Price Range

Fair Value

Valuation

Unobservable

Weighted

Assets

Liabilities

Technique

Input (a)

Low

High

Average

(in thousands)

FTRs

161

1,383

Discounted Cash Flow

Forward Market Price

(9.62

)

6.77

0.62

Significant Unobservable Inputs

December 31, 2014

SWEPCo

Significant

Forward Price Range

Fair Value

Valuation

Unobservable

Weighted

Assets

Liabilities

Technique

Input (a)

Low

High

Average

(in thousands)

FTRs

439

899

Discounted Cash Flow

Forward Market Price

(14.63

)

20.02

1.01


(a)	Represents market prices in dollars per MWh.

Southwestern Electric Power Co [Member]

March 31, 2015



Significant Unobservable Input	Position	Change in Input	Impact on Fair Value Measurement
Forward Market Price	Buy	Increase (Decrease)	Higher (Lower)
Forward Market Price	Sell	Increase (Decrease)	Lower (Higher)



	March 31, 2015				December 31, 2014
Company	Book Value		Fair Value		Book Value		Fair Value
	(in thousands)
APCo	$	3,969,405	$	4,815,530	$	3,980,274	$	4,711,210
I&M	2,001,609		2,260,547		2,027,397		2,255,124
OPCo	2,275,041		2,735,382		2,297,123		2,709,452
PSO	1,291,015		1,501,358		1,041,036		1,216,205
SWEPCo	2,535,361		2,827,604		2,140,437		2,402,639

Securities Activity Within the Decommissioning and SNF Trusts



	March 31, 2015							December 31, 2014
	Estimated Fair Value		Gross Unrealized Gains		Other-Than-Temporary Impairments			Estimated Fair Value		Gross Unrealized Gains		Other-Than-Temporary Impairments
	(in thousands)
Cash and Cash Equivalents	$	30,731	$	—	$	—		$	19,966	$	—	$	—
Fixed Income Securities:
United States Government	695,576		51,093		(2,616		)	697,042		44,615		(5,016		)
Corporate Debt	59,764		5,208		(908		)	47,792		4,523		(1,018		)
State and Local Government	200,707		982		(736		)	208,553		1,206		(319		)
Subtotal Fixed Income Securities	956,047		57,283		(4,260		)	953,387		50,344		(6,353		)
Equity Securities - Domestic	1,135,609		601,023		(78,643		)	1,122,379		598,788		(79,142		)
Spent Nuclear Fuel and Decommissioning Trusts	$	2,122,387	$	658,306	$	(82,903	)	$	2,095,732	$	649,132	$	(85,495	)



	Three Months Ended March 31,
	2015		2014
	(in thousands)
Proceeds from Investment Sales	$	228,164	$	147,700
Purchases of Investments	245,841		164,511
Gross Realized Gains on Investment Sales	11,153		8,141
Gross Realized Losses on Investment Sales	3,771		874

Contractual Maturities, Fair Value of Debt Securities in Nuclear Trusts



	Fair Value of Fixed Income Securities
	(in thousands)
Within 1 year	$	148,126
1 year – 5 years	406,568
5 years – 10 years	173,946
After 10 years	227,407
Total	$	956,047

Fair Value, Assets and Liabilities Measured on Recurring Basis

APCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Restricted Cash for Securitized Funding (a)	$	7,884	$	—	$	—	$	33		$	7,917

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	226		16,014		7,864		(7,563		)	16,541

Total Assets:	$	8,110	$	16,014	$	7,864	$	(7,530	)	$	24,458

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	244	$	16,813	$	1,877	$	(8,240	)	$	10,694

APCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Restricted Cash for Securitized Funding (a)	$	15,599	$	—	$	—	$	33		$	15,632

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	206		20,197		17,654		(9,374		)	28,683

Total Assets:	$	15,805	$	20,197	$	17,654	$	(9,341	)	$	44,315

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	227	$	20,339	$	1,912	$	(9,404	)	$	13,074

I&M

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	$	153	$	10,671	$	6,832	$	(4,882	)	$	12,774

Spent Nuclear Fuel and Decommissioning Trusts
Cash and Cash Equivalents (d)	22,727		—		—		8,004			30,731
Fixed Income Securities:
United States Government	—		695,576		—		—			695,576
Corporate Debt	—		59,764		—		—			59,764
State and Local Government	—		200,707		—		—			200,707
Subtotal Fixed Income Securities	—		956,047		—		—			956,047
Equity Securities - Domestic (e)	1,135,609		—		—		—			1,135,609
Total Spent Nuclear Fuel and Decommissioning Trusts	1,158,336		956,047		—		8,004			2,122,387

Total Assets	$	1,158,489	$	966,718	$	6,832	$	3,122		$	2,135,161

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	166	$	9,958	$	1,259	$	(5,197	)	$	6,186

I&M

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	$	140	$	15,893	$	16,008	$	(6,396	)	$	25,645

Spent Nuclear Fuel and Decommissioning Trusts
Cash and Cash Equivalents (d)	9,418		—		—		10,548			19,966
Fixed Income Securities:
United States Government	—		697,042		—		—			697,042
Corporate Debt	—		47,792		—		—			47,792
State and Local Government	—		208,553		—		—			208,553
Subtotal Fixed Income Securities	—		953,387		—		—			953,387
Equity Securities - Domestic (e)	1,122,379		—		—		—			1,122,379
Total Spent Nuclear Fuel and Decommissioning Trusts	1,131,797		953,387		—		10,548			2,095,732

Total Assets	$	1,131,937	$	969,280	$	16,008	$	4,152		$	2,121,377

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	154	$	11,440	$	1,304	$	(6,280	)	$	6,618

OPCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other		Total
Assets:	(in thousands)

Restricted Cash for Securitized Funding (a)	$	17,125	$	—	$	—	$	9	$	17,134

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	—		—		50,536		1,158		51,694

Total Assets	$	17,125	$	—	$	50,536	$	1,167	$	68,828

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	835	$	4,594	$	354	$	5,783

OPCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Restricted Cash for Securitized Funding (a)	$	408	$	—	$	—	$	28,288		$	28,696

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	—		—		52,343		1			52,344

Total Assets	$	408	$	—	$	52,343	$	28,289		$	81,040

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	1,116	$	3,941	$	(101	)	$	4,956

PSO

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	$	—	$	18	$	130	$	(139	)	$	9

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	455	$	815	$	(568	)	$	702

PSO

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	$	—	$	—	$	360	$	(360	)	$	—

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	595	$	737	$	(414	)	$	918

SWEPCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

March 31, 2015



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Cash and Cash Equivalents (a)	$	6,199	$	—	$	—	$	1,776		$	7,975

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	—		23		161		(173		)	11

Total Assets	$	6,199	$	23	$	161	$	1,603		$	7,986

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	3,478	$	1,383	$	(664	)	$	4,197

SWEPCo

Assets and Liabilities Measured at Fair Value on a Recurring Basis

December 31, 2014



	Level 1		Level 2		Level 3		Other			Total
Assets:	(in thousands)

Cash and Cash Equivalents (a)	$	12,660	$	—	$	—	$	1,696		$	14,356

Risk Management Assets
Risk Management Commodity Contracts (b) (c)	—		31		439		(439		)	31

Total Assets	$	12,660	$	31	$	439	$	1,257		$	14,387

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (b) (c)	$	—	$	684	$	899	$	(501	)	$	1,082


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


(b)	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.”


(c)	Substantially comprised of power contracts for APCo, I&M and OPCo and coal contracts for PSO and SWEPCo.


(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, 2015	APCo			I&M			OPCo			PSO			SWEPCo
	(in thousands)
Balance as of December 31, 2014	$	15,742		$	14,704		$	48,402		$	(377	)	$	(460	)
Realized Gain (Loss) Included in Net Income (or Changes in Net Assets) (a) (b)	2,163			117			215			(259		)	5,809
Purchases, Issuances and Settlements (c)	(13,355		)	(9,053		)	(6,745		)	635			(5,351		)
Changes in Fair Value Allocated to Regulated Jurisdictions (g)	1,437			(195		)	4,070			(684		)	(1,220		)
Balance as of March 31, 2015	$	5,987		$	5,573		$	45,942		$	(685	)	$	(1,222	)



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			—		—
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


(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.


(c)	Represents the settlement of risk management commodity contracts for the reporting period.


(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

March 31, 2015

APCo



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	5,805	$	1,646	Discounted Cash Flow	Forward Market Price	$	10.55		$	51.25	$	36.89
FTRs	2,059		231		Discounted Cash Flow	Forward Market Price	(9.62		)	6.77		0.62
Total	$	7,864	$	1,877

Significant Unobservable Inputs

December 31, 2014

APCo



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	5,801	$	1,799	Discounted Cash Flow	Forward Market Price	$	13.43		$	123.02	$	52.47
FTRs	11,853		113		Discounted Cash Flow	Forward Market Price	(14.63		)	20.02		1.01
Total	$	17,654	$	1,912

Significant Unobservable Inputs

March 31, 2015

I&M



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	5,189	$	1,117	Discounted Cash Flow	Forward Market Price	$	10.55		$	51.25	$	36.89
FTRs	1,643		142		Discounted Cash Flow	Forward Market Price	(9.62		)	6.77		0.62
Total	$	6,832	$	1,259

Significant Unobservable Inputs

December 31, 2014

I&M



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	6,375	$	1,219	Discounted Cash Flow	Forward Market Price	$	13.43		$	123.02	$	52.47
FTRs	9,633		85		Discounted Cash Flow	Forward Market Price	(14.63		)	20.02		1.01
Total	$	16,008	$	1,304

Significant Unobservable Inputs

March 31, 2015

OPCo



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	49,233	$	4,564	Discounted Cash Flow	Forward Market Price	$	44.41		$	163.52	$	91.73
FTRs	1,303		30		Discounted Cash Flow	Forward Market Price	(9.62		)	6.77		0.62
Total	$	50,536	$	4,594

Significant Unobservable Inputs

December 31, 2014

OPCo



						Significant	Forward Price Range
	Fair Value				Valuation	Unobservable						Weighted
	Assets		Liabilities		Technique	Input (a)	Low			High		Average
	(in thousands)
Energy Contracts	$	45,101	$	3,941	Discounted Cash Flow	Forward Market Price	$	48.25		$	159.92	$	84.04
FTRs	7,242		—		Discounted Cash Flow	Forward Market Price	(14.63		)	20.02		1.01
Total	$	52,343	$	3,941

Significant Unobservable Inputs

March 31, 2015

PSO

Significant

Forward Price Range

Fair Value

Valuation

Unobservable

Weighted

Assets

Liabilities

Technique

Input (a)

Low

High

Average

(in thousands)

FTRs

130

815

Discounted Cash Flow

Forward Market Price

(9.62

)

6.77

0.62

Significant Unobservable Inputs

December 31, 2014

PSO

Significant

Forward Price Range

Fair Value

Valuation

Unobservable

Weighted

Assets

Liabilities

Technique

Input (a)

Low

High

Average

(in thousands)

FTRs

360

737

Discounted Cash Flow

Forward Market Price

(14.63

)

20.02

1.01

Significant Unobservable Inputs

March 31, 2015

SWEPCo

Significant

Forward Price Range

Fair Value

Valuation

Unobservable

Weighted

Assets

Liabilities

Technique

Input (a)

Low

High

Average

(in thousands)

FTRs

161

1,383

Discounted Cash Flow

Forward Market Price

(9.62

)

6.77

0.62

Significant Unobservable Inputs

December 31, 2014

SWEPCo

Significant

Forward Price Range

Fair Value

Valuation

Unobservable

Weighted

Assets

Liabilities

Technique

Input (a)

Low

High

Average

(in thousands)

FTRs

439

899

Discounted Cash Flow

Forward Market Price

(14.63

)

20.02

1.01


(a)	Represents market prices in dollars per MWh.