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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2013

Book Values and Fair Values of Long-term Debt

	March 31, 2013				December 31, 2012
	Book Value		Fair Value		Book Value		Fair Value
	(in millions)
Long-term Debt	$	17,573	$	20,448	$	17,757	$	20,907

Other Temporary Investments

			March 31, 2013
					Gross		Gross		Estimated
					Unrealized		Unrealized		Fair
Other Temporary Investments			Cost		Gains		Losses		Value
			(in millions)
Restricted Cash (a)			$	167	$	-	$	-	$	167
Fixed Income Securities:
	Mutual Funds			76		-		-		76
Equity Securities - Mutual Funds				10		8		-		18
Total Other Temporary Investments			$	253	$	8	$	-	$	261

			December 31, 2012
					Gross		Gross		Estimated
					Unrealized		Unrealized		Fair
Other Temporary Investments			Cost		Gains		Losses		Value
			(in millions)
Restricted Cash (a)			$	241	$	-	$	-	$	241
Fixed Income Securities:
	Mutual Funds			65		2		-		67
Equity Securities - Mutual Funds				10		6		-		16
Total Other Temporary Investments			$	316	$	8	$	-	$	324

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

Debt and Equity Securities Within Other Temporary Investments

	Three Months Ended March 31,
	2013		2012
	(in millions)
Proceeds from Investment Sales	$	-	$	-
Purchases of Investments		11		-
Gross Realized Gains on Investment Sales		-		-
Gross Realized Losses on Investment Sales		-		-

Nuclear Trust Fund Investments

		March 31, 2013						December 31, 2012
		Estimated		Gross		Other-Than-		Estimated		Gross		Other-Than-
		Fair		Unrealized		Temporary		Fair		Unrealized		Temporary
		Value		Gains		Impairments		Value		Gains		Impairments
		(in millions)
Cash and Cash Equivalents		$	14	$	-	$	-	$	17	$	-	$	-
Fixed Income Securities:
	United States Government		642		53		(1)		648		58		(1)
	Corporate Debt		37		5		(1)		35		5		(1)
	State and Local Government		279		-		(2)		270		1		(1)
	Subtotal Fixed Income Securities		958		58		(4)		953		64		(3)
Equity Securities - Domestic			816		360		(81)		736		285		(77)
Spent Nuclear Fuel and
	Decommissioning Trusts	$	1,788	$	418	$	(85)	$	1,706	$	349	$	(80)

Securities Activity Within the Decommissioning and SNF Trusts

	Three Months Ended March 31,
	2013		2012
	(in millions)
Proceeds from Investment Sales	$	168	$	334
Purchases of Investments		185		353
Gross Realized Gains on Investment Sales		3		2
Gross Realized Losses on Investment Sales		2		1

Contractual Maturities, Fair Value of Debt Securities in Nuclear Trusts

	Fair Value of
	Fixed Income
	Securities
	(in millions)
Within 1 year	$	95
1 year – 5 years		356
5 years – 10 years		274
After 10 years		233
Total	$	958

Fair Value, Assets and Liabilities Measured on Recurring Basis

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

			Level 1		Level 2		Level 3		Other		Total

Assets:			(in millions)

Cash and Cash Equivalents (a)			$	6	$	1	$	-	$	172	$	179

Other Temporary Investments
Restricted Cash (a)				151		6		-		10		167
Fixed Income Securities:
	Mutual Funds			76		-		-		-		76
Equity Securities - Mutual Funds (b)				18		-		-		-		18
Total Other Temporary Investments				245		6		-		10		261

Risk Management Assets
Risk Management Commodity Contracts (c) (d)				43		810		117		(507)		463
Cash Flow Hedges:
	Commodity Hedges (c)			4		40		1		(21)		24
Fair Value Hedges				-		2		-		3		5
De-designated Risk Management Contracts (e)				-		-		-		11		11
Total Risk Management Assets				47		852		118		(514)		503

Spent Nuclear Fuel and Decommissioning Trusts
Cash and Cash Equivalents (f)				5		-		-		9		14
Fixed Income Securities:
	United States Government			-		642		-		-		642
	Corporate Debt			-		37		-		-		37
	State and Local Government			-		279		-		-		279
		Subtotal Fixed Income Securities		-		958		-		-		958
Equity Securities - Domestic (b)				816		-		-		-		816
Total Spent Nuclear Fuel and Decommissioning Trusts				821		958		-		9		1,788

Total Assets			$	1,119	$	1,817	$	118	$	(323)	$	2,731

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (c) (d)			$	44	$	700	$	42	$	(518)	$	268
Cash Flow Hedges:
	Commodity Hedges (c)			1		24		-		(21)		4
	Interest Rate/Foreign Currency Hedges			-		2		-		-		2
Fair Value Hedges				-		2		-		3		5
Total Risk Management Liabilities			$	45	$	728	$	42	$	(536)	$	279

Assets and Liabilities Measured at Fair Value on a Recurring Basis
December 31, 2012

			Level 1		Level 2		Level 3		Other		Total

Assets:			(in millions)

Cash and Cash Equivalents (a)			$	6	$	1	$	-	$	272	$	279

Other Temporary Investments
Restricted Cash (a)				227		5		-		9		241
Fixed Income Securities:
	Mutual Funds			67		-		-		-		67
Equity Securities - Mutual Funds (b)				16		-		-		-		16
Total Other Temporary Investments				310		5		-		9		324

Risk Management Assets
Risk Management Commodity Contracts (c) (g)				47		938		131		(599)		517
Cash Flow Hedges:
	Commodity Hedges (c)			8		28		-		(12)		24
Fair Value Hedges				-		2		-		2		4
De-designated Risk Management Contracts (e)				-		-		-		14		14
Total Risk Management Assets				55		968		131		(595)		559

Spent Nuclear Fuel and Decommissioning Trusts
Cash and Cash Equivalents (f)				7		-		-		10		17
Fixed Income Securities:
	United States Government			-		648		-		-		648
	Corporate Debt			-		35		-		-		35
	State and Local Government			-		270		-		-		270
		Subtotal Fixed Income Securities		-		953		-		-		953
Equity Securities - Domestic (b)				736		-		-		-		736
Total Spent Nuclear Fuel and Decommissioning Trusts				743		953		-		10		1,706

Total Assets			$	1,114	$	1,927	$	131	$	(304)	$	2,868

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (c) (g)			$	45	$	838	$	45	$	(636)	$	292
Cash Flow Hedges:
	Commodity Hedges (c)			-		48		-		(12)		36
	Interest Rate/Foreign Currency Hedges			-		37		-		-		37
Fair Value Hedges				-		2		-		2		4
Total Risk Management Liabilities			$	45	$	925	$	45	$	(646)	$	369

(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, 2013 maturity of the net fair value of risk management contracts prior to cash collateral, assets/(liabilities), is as follows: Level 1 matures $6 million in 2013, ($4) million in periods 2014-2016 and ($3) million in periods 2017-2018; Level 2 matures $17 million in 2013, $73 million in periods 2014-2016, $14 million in periods 2017-2018 and $6 million in periods 2019-2030; Level 3 matures $6 million in 2013, $27 million in periods 2014-2016, $18 million in periods 2017-2018 and $24 million in periods 2019-2030. Risk management commodity contracts are substantially comprised of power contracts.

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

(f) Amounts in ''Other'' column primarily represent accrued interest receivables from financial institutions.

(g) The December 31, 2012 maturity of the net fair value of risk management contracts prior to cash collateral, assets/(liabilities), is as follows: Level 1 matures $9 million in 2013, ($3) million in periods 2014-2016 and ($4) million in periods 2017-2018; Level 2 matures $16 million in 2013, $61 million in periods 2014-2016, $16 million in periods 2017-2018 and $7 million in periods 2019-2030; Level 3 matures $18 million in 2013, $31 million in periods 2014-2016, $13 million in periods 2017-2018 and $24 million in periods 2019-2030. Risk management commodity contracts are substantially comprised of power contracts.

Changes in Fair Value of Net Trading Derivatives and Other Investments

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

		Net Risk Management
Three Months Ended March 31, 2012		Assets (Liabilities)
		(in millions)
Balance as of December 31, 2011		$	69
Realized Gain (Loss) Included in Net Income (or Changes in Net Assets) (a) (b)			(12)
Unrealized Gain (Loss) Included in Net Income (or Changes in Net Assets)
	Relating to Assets Still Held at the Reporting Date (a)		3
Realized and Unrealized Gains (Losses) Included in Other Comprehensive Income			1
Purchases, Issuances and Settlements (c)			16
Transfers into Level 3 (d) (e)			17
Transfers out of Level 3 (e) (f)			(12)
Changes in Fair Value Allocated to Regulated Jurisdictions (g)			10
Balance as of March 31, 2012		$	92

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

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

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

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

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

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

Significant Unobservable Inputs for Level 3

	Fair Value				Valuation	Significant	Input/Range
	Assets		Liabilities		Technique	Unobservable Input	Low		High
	(in millions)
Energy Contracts	$	114	$	37	Discounted Cash Flow	Forward Market Price (a)	$	11.59	$	133.27
						Counterparty Credit Risk (b)		354
FTRs		4		5	Discounted Cash Flow	Forward Market Price (a)		(13.65)		9.67
Total	$	118	$	42

(a) Represents market prices in dollars per MWh.

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

Appalachian Power Co [Member]

Book Values and Fair Values of Long-term Debt

	March 31, 2013				December 31, 2012
Company	Book Value		Fair Value		Book Value		Fair Value
	(in thousands)
APCo	$	3,702,599	$	4,507,266	$	3,702,442	$	4,555,143
I&M		2,282,580		2,584,356		2,057,666		2,372,017
OPCo		3,560,628		4,170,595		3,860,440		4,560,337
PSO		949,856		1,154,618		949,871		1,175,759
SWEPCo		2,044,692		2,386,875		2,046,228		2,400,509

Fair Value, Assets and Liabilities Measured on Recurring Basis

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

		Level 1		Level 2		Level 3		Other		Total

Assets:		(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (a) (b)		$	3,184	$	108,817	$	13,220	$	(79,065)	$	46,156
Cash Flow Hedges:
	Commodity Hedges (a)		-		1,306		-		(319)		987
Total Risk Management Assets		$	3,184	$	110,123	$	13,220	$	(79,384)	$	47,143

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (a) (b)		$	1,541	$	100,473	$	4,464	$	(82,116)	$	24,362
Cash Flow Hedges:
	Commodity Hedges (a)		-		769		-		(319)		450
Total Risk Management Liabilities		$	1,541	$	101,242	$	4,464	$	(82,435)	$	24,812

APCo
Assets and Liabilities Measured at Fair Value on a Recurring Basis
December 31, 2012

		Level 1		Level 2		Level 3		Other		Total

Assets:		(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (a) (b)		$	4,161	$	166,916	$	17,058	$	(123,117)	$	65,018
Cash Flow Hedges:
	Commodity Hedges (a)		-		498		-		(196)		302
Total Risk Management Assets		$	4,161	$	167,414	$	17,058	$	(123,313)	$	65,320

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (a) (b)		$	1,959	$	158,665	$	6,079	$	(132,884)	$	33,819
Cash Flow Hedges:
	Commodity Hedges (a)		-		1,551		-		(196)		1,355
Total Risk Management Liabilities		$	1,959	$	160,216	$	6,079	$	(133,080)	$	35,174

(a) 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.”

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

(c) Amounts in “Other” column primarily represent accrued interest receivables from financial institutions. Level 2 amounts primarily represent investments in money market funds.

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

(e) Amounts in “Other” column primarily represent cash deposits with third parties. Level 1 and Level 2 amounts primarily represent investments in money market funds.

Changes in Fair Value of Net Trading Derivatives and Other Investments

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

Three Months Ended March 31, 2012		APCo		I&M		OPCo
		(in thousands)
Balance as of December 31, 2011		$	1,971	$	1,263	$	2,666
Realized Gain (Loss) Included in Net Income
	(or Changes in Net Assets) (a) (b)		(3,580)		(2,411)		(5,056)
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		6,509
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		49		31		66
Purchases, Issuances and Settlements (c)			5,948		4,043		8,477
Transfers into Level 3 (d) (e)			2,508		1,764		3,699
Transfers out of Level 3 (e) (f)			(4,001)		(2,814)		(5,900)
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		5,086		3,738		1,306
Balance as of March 31, 2012		$	7,981	$	5,614	$	11,767

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

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

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

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

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

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

Significant Unobservable Inputs for Level 3

APCo
	Fair Value				Valuation	Significant	Forward Price Range
	Assets		Liabilities		Technique	Unobservable Input (a)	Low		High
	(in thousands)
Energy Contracts	$	12,347	$	3,082	Discounted Cash Flow	Forward Market Price	$	11.59	$	75.95
FTRs		873		1,382	Discounted Cash Flow	Forward Market Price		(4.47)		9.67
Total	$	13,220	$	4,464

(a) Represents market prices in dollars per MWh.

Indiana Michigan Power Co [Member]

Book Values and Fair Values of Long-term Debt

	March 31, 2013				December 31, 2012
Company	Book Value		Fair Value		Book Value		Fair Value
	(in thousands)
APCo	$	3,702,599	$	4,507,266	$	3,702,442	$	4,555,143
I&M		2,282,580		2,584,356		2,057,666		2,372,017
OPCo		3,560,628		4,170,595		3,860,440		4,560,337
PSO		949,856		1,154,618		949,871		1,175,759
SWEPCo		2,044,692		2,386,875		2,046,228		2,400,509

Nuclear Trust Fund Investments

		March 31, 2013						December 31, 2012
		Estimated		Gross		Other-Than-		Estimated		Gross		Other-Than-
		Fair		Unrealized		Temporary		Fair		Unrealized		Temporary
		Value		Gains		Impairments		Value		Gains		Impairments
		(in thousands)
Cash and Cash Equivalents		$	13,320	$	-	$	-	$	16,783	$	-	$	-
Fixed Income Securities:
	United States Government		641,780		53,220		(907)		647,918		58,268		(747)
	Corporate Debt		37,267		4,522		(1,353)		35,399		4,903		(1,352)
	State and Local Government		279,027		(12)		(1,667)		270,090		1,006		(863)
	Subtotal Fixed Income Securities		958,074		57,730		(3,927)		953,407		64,177		(2,962)
Equity Securities - Domestic			816,135		360,386		(80,949)		735,582		284,599		(76,557)
Spent Nuclear Fuel and
	Decommissioning Trusts	$	1,787,529	$	418,116	$	(84,876)	$	1,705,772	$	348,776	$	(79,519)

Securities Activity Within the Decommissioning and SNF Trusts

	Three Months Ended March 31,
	2013		2012
	(in thousands)
Proceeds from Investment Sales	$	167,670	$	334,400
Purchases of Investments		184,299		352,877
Gross Realized Gains on Investment Sales		3,323		1,552
Gross Realized Losses on Investment Sales		2,315		1,416

Contractual Maturities, Fair Value of Debt Securities in Nuclear Trusts

	Fair Value of
	Fixed Income
	Securities

	(in thousands)
Within 1 year	$	95,390
1 year – 5 years		355,812
5 years – 10 years		273,653
After 10 years		233,219
Total	$	958,074

Fair Value, Assets and Liabilities Measured on Recurring Basis

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

			Level 1		Level 2		Level 3		Other		Total

Assets:			(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (a) (b)			$	2,200	$	77,123	$	9,136	$	(54,438)	$	34,021
Cash Flow Hedges:
	Commodity Hedges (a)			-		880		-		(220)		660
Total Risk Management Assets				2,200		78,003		9,136		(54,658)		34,681

Spent Nuclear Fuel and Decommissioning Trusts
Cash and Cash Equivalents (c)				4,896		-		-		8,424		13,320
Fixed Income Securities:
	United States Government			-		641,780		-		-		641,780
	Corporate Debt			-		37,267		-		-		37,267
	State and Local Government			-		279,027		-		-		279,027
		Subtotal Fixed Income Securities		-		958,074		-		-		958,074
Equity Securities - Domestic (d)				816,135		-		-		-		816,135
Total Spent Nuclear Fuel and Decommissioning Trusts				821,031		958,074		-		8,424		1,787,529

Total Assets			$	823,231	$	1,036,077	$	9,136	$	(46,234)	$	1,822,210

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (a) (b)			$	1,065	$	70,273	$	3,085	$	(56,546)	$	17,877
Cash Flow Hedges:
	Commodity Hedges (a)			-		531		-		(220)		311
Total Risk Management Liabilities			$	1,065	$	70,804	$	3,085	$	(56,766)	$	18,188

I&M
		Assets and Liabilities Measured at Fair Value on a Recurring Basis
		December 31, 2012

			Level 1		Level 2		Level 3		Other		Total

Assets:			(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (a) (b)			$	2,858	$	120,242	$	11,717	$	(84,474)	$	50,343
Cash Flow Hedges:
	Commodity Hedges (a)			-		330		-		(130)		200
Total Risk Management Assets				2,858		120,572		11,717		(84,604)		50,543

Spent Nuclear Fuel and Decommissioning Trusts
Cash and Cash Equivalents (c)				6,508		-		-		10,275		16,783
Fixed Income Securities:
	United States Government			-		647,918		-		-		647,918
	Corporate Debt			-		35,399		-		-		35,399
	State and Local Government			-		270,090		-		-		270,090
		Subtotal Fixed Income Securities		-		953,407		-		-		953,407
Equity Securities - Domestic (d)				735,582		-		-		-		735,582
Total Spent Nuclear Fuel and Decommissioning Trusts				742,090		953,407		-		10,275		1,705,772

Total Assets			$	744,948	$	1,073,979	$	11,717	$	(74,329)	$	1,756,315

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (a) (b)			$	1,346	$	110,621	$	4,176	$	(91,183)	$	24,960
Cash Flow Hedges:
	Commodity Hedges (a)			-		1,061		-		(130)		931
	Interest Rate/Foreign Currency Hedges			-		19,524		-		-		19,524
Total Risk Management Liabilities			$	1,346	$	131,206	$	4,176	$	(91,313)	$	45,415

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

(c) Amounts in “Other” column primarily represent accrued interest receivables from financial institutions. Level 2 amounts primarily represent investments in money market funds.

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

(e) Amounts in “Other” column primarily represent cash deposits with third parties. Level 1 and Level 2 amounts primarily represent investments in money market funds.

Changes in Fair Value of Net Trading Derivatives and Other Investments

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

Three Months Ended March 31, 2012		APCo		I&M		OPCo
		(in thousands)
Balance as of December 31, 2011		$	1,971	$	1,263	$	2,666
Realized Gain (Loss) Included in Net Income
	(or Changes in Net Assets) (a) (b)		(3,580)		(2,411)		(5,056)
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		6,509
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		49		31		66
Purchases, Issuances and Settlements (c)			5,948		4,043		8,477
Transfers into Level 3 (d) (e)			2,508		1,764		3,699
Transfers out of Level 3 (e) (f)			(4,001)		(2,814)		(5,900)
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		5,086		3,738		1,306
Balance as of March 31, 2012		$	7,981	$	5,614	$	11,767

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

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

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

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

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

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

Significant Unobservable Inputs for Level 3

I&M
	Fair Value				Valuation	Significant	Forward Price Range
	Assets		Liabilities		Technique	Unobservable Input (a)	Low		High
	(in thousands)
Energy Contracts	$	8,533	$	2,130	Discounted Cash Flow	Forward Market Price	$	11.59	$	75.95
FTRs		603		955	Discounted Cash Flow	Forward Market Price		(4.47)		9.67
Total	$	9,136	$	3,085

(a) Represents market prices in dollars per MWh.

Ohio Power Co [Member]

Book Values and Fair Values of Long-term Debt

	March 31, 2013				December 31, 2012
Company	Book Value		Fair Value		Book Value		Fair Value
	(in thousands)
APCo	$	3,702,599	$	4,507,266	$	3,702,442	$	4,555,143
I&M		2,282,580		2,584,356		2,057,666		2,372,017
OPCo		3,560,628		4,170,595		3,860,440		4,560,337
PSO		949,856		1,154,618		949,871		1,175,759
SWEPCo		2,044,692		2,386,875		2,046,228		2,400,509

Fair Value, Assets and Liabilities Measured on Recurring Basis

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

		Level 1		Level 2		Level 3		Other		Total

Assets:		(in thousands)

Other Cash Deposits (e)		$	-	$	26	$	-	$	39	$	65

Risk Management Assets
Risk Management Commodity Contracts (a) (b)			4,501		157,565		18,693		(114,694)		66,065
Cash Flow Hedges:
	Commodity Hedges (a)		-		1,823		-		(451)		1,372
Total Risk Management Assets			4,501		159,388		18,693		(115,145)		67,437

Total Assets		$	4,501	$	159,414	$	18,693	$	(115,106)	$	67,502

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (a) (b)		$	2,178	$	145,516	$	6,312	$	(119,008)	$	34,998
Cash Flow Hedges:
	Commodity Hedges (a)		-		1,087		-		(451)		636
Total Risk Management Liabilities		$	2,178	$	146,603	$	6,312	$	(119,459)	$	35,634

OPCo
	Assets and Liabilities Measured at Fair Value on a Recurring Basis
	December 31, 2012

		Level 1		Level 2		Level 3		Other		Total

Assets:		(in thousands)

Other Cash Deposits (e)		$	-	$	26	$	-	$	39	$	65

Risk Management Assets
Risk Management Commodity Contracts (a) (b)			5,848		238,254		23,973		(175,890)		92,185
Cash Flow Hedges:
	Commodity Hedges (a)		-		688		-		(272)		416
Total Risk Management Assets			5,848		238,942		23,973		(176,162)		92,601

Total Assets		$	5,848	$	238,968	$	23,973	$	(176,123)	$	92,666

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (a) (b)		$	2,753	$	226,536	$	8,544	$	(189,616)	$	48,217
Cash Flow Hedges:
	Commodity Hedges (a)		-		2,175		-		(272)		1,903
Total Risk Management Liabilities		$	2,753	$	228,711	$	8,544	$	(189,888)	$	50,120

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

(c) Amounts in “Other” column primarily represent accrued interest receivables from financial institutions. Level 2 amounts primarily represent investments in money market funds.

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

(e) Amounts in “Other” column primarily represent cash deposits with third parties. Level 1 and Level 2 amounts primarily represent investments in money market funds.

Changes in Fair Value of Net Trading Derivatives and Other Investments

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

Three Months Ended March 31, 2012		APCo		I&M		OPCo
		(in thousands)
Balance as of December 31, 2011		$	1,971	$	1,263	$	2,666
Realized Gain (Loss) Included in Net Income
	(or Changes in Net Assets) (a) (b)		(3,580)		(2,411)		(5,056)
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		6,509
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		49		31		66
Purchases, Issuances and Settlements (c)			5,948		4,043		8,477
Transfers into Level 3 (d) (e)			2,508		1,764		3,699
Transfers out of Level 3 (e) (f)			(4,001)		(2,814)		(5,900)
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		5,086		3,738		1,306
Balance as of March 31, 2012		$	7,981	$	5,614	$	11,767

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

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

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

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

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

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

Significant Unobservable Inputs for Level 3

OPCo
	Fair Value				Valuation	Significant	Forward Price Range
	Assets		Liabilities		Technique	Unobservable Input (a)	Low		High
	(in thousands)
Energy Contracts	$	17,459	$	4,359	Discounted Cash Flow	Forward Market Price	$	11.59	$	75.95
FTRs		1,234		1,953	Discounted Cash Flow	Forward Market Price		(4.47)		9.67
Total	$	18,693	$	6,312

(a) Represents market prices in dollars per MWh.

Public Service Co Of Oklahoma [Member]

Book Values and Fair Values of Long-term Debt

	March 31, 2013				December 31, 2012
Company	Book Value		Fair Value		Book Value		Fair Value
	(in thousands)
APCo	$	3,702,599	$	4,507,266	$	3,702,442	$	4,555,143
I&M		2,282,580		2,584,356		2,057,666		2,372,017
OPCo		3,560,628		4,170,595		3,860,440		4,560,337
PSO		949,856		1,154,618		949,871		1,175,759
SWEPCo		2,044,692		2,386,875		2,046,228		2,400,509

Fair Value, Assets and Liabilities Measured on Recurring Basis

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

		Level 1		Level 2		Level 3		Other		Total

Assets:		(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (a) (b)		$	-	$	1,722	$	-	$	(1,067)	$	655
Cash Flow Hedges:
	Commodity Hedges		-		61		-		-		61
Total Risk Management Assets		$	-	$	1,783	$	-	$	(1,067)	$	716



Risk Management Liabilities
Risk Management Commodity Contracts (a) (b)		$	-	$	4,074	$	-	$	(1,069)	$	3,005
Cash Flow Hedges:
	Commodity Hedges		-		1		-		-		1
Total Risk Management Liabilities		$	-	$	4,075	$	-	$	(1,069)	$	3,006

PSO
	Assets and Liabilities Measured at Fair Value on a Recurring Basis
	December 31, 2012

		Level 1		Level 2		Level 3		Other		Total

Assets:		(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (a) (b)		$	-	$	1,657	$	-	$	(1,142)	$	515
Cash Flow Hedges:
	Commodity Hedges (a)		-		42		-		(17)		25
Total Risk Management Assets		$	-	$	1,699	$	-	$	(1,159)	$	540

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (a) (b)		$	-	$	7,021	$	-	$	(1,142)	$	5,879
Cash Flow Hedges:
	Commodity Hedges (a)		-		17		-		(17)		-
Total Risk Management Liabilities		$	-	$	7,038	$	-	$	(1,159)	$	5,879

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

(c) Amounts in “Other” column primarily represent accrued interest receivables from financial institutions. Level 2 amounts primarily represent investments in money market funds.

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

(e) Amounts in “Other” column primarily represent cash deposits with third parties. Level 1 and Level 2 amounts primarily represent investments in money market funds.

Southwestern Electric Power Co [Member]

Book Values and Fair Values of Long-term Debt

	March 31, 2013				December 31, 2012
Company	Book Value		Fair Value		Book Value		Fair Value
	(in thousands)
APCo	$	3,702,599	$	4,507,266	$	3,702,442	$	4,555,143
I&M		2,282,580		2,584,356		2,057,666		2,372,017
OPCo		3,560,628		4,170,595		3,860,440		4,560,337
PSO		949,856		1,154,618		949,871		1,175,759
SWEPCo		2,044,692		2,386,875		2,046,228		2,400,509

Fair Value, Assets and Liabilities Measured on Recurring Basis

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

		Level 1		Level 2		Level 3		Other		Total

Assets:		(in thousands)

Cash and Cash Equivalents (e)		$	6,160	$	-	$	-	$	983	$	7,143

Risk Management Assets
Risk Management Commodity Contracts (a) (b)			-		2,764		-		(2,106)		658
Cash Flow Hedges:
	Commodity Hedges (a)		-		72		-		1		73
Total Risk Management Assets			-		2,836		-		(2,105)		731

Total Assets		$	6,160	$	2,836	$	-	$	(1,122)	$	7,874

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (a) (b)		$	-	$	2,930	$	-	$	(2,108)	$	822
Cash Flow Hedges:
	Commodity Hedges (a)		-		1		-		1		2
Total Risk Management Liabilities		$	-	$	2,931	$	-	$	(2,107)	$	824

SWEPCo
	Assets and Liabilities Measured at Fair Value on a Recurring Basis
	December 31, 2012

		Level 1		Level 2		Level 3		Other		Total

Assets:		(in thousands)

Risk Management Assets
Risk Management Commodity Contracts (a) (b)		$	-	$	2,804	$	-	$	(2,133)	$	671
Cash Flow Hedges:
	Commodity Hedges (a)		-		41		-		(17)		24
Total Risk Management Assets		$	-	$	2,845	$	-	$	(2,150)	$	695

Liabilities:

Risk Management Liabilities
Risk Management Commodity Contracts (a) (b)		$	-	$	3,261	$	-	$	(2,133)	$	1,128
Cash Flow Hedges:
	Commodity Hedges (a)		-		17		-		(17)		-
Total Risk Management Liabilities		$	-	$	3,278	$	-	$	(2,150)	$	1,128

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

(c) Amounts in “Other” column primarily represent accrued interest receivables from financial institutions. Level 2 amounts primarily represent investments in money market funds.

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

(e) Amounts in “Other” column primarily represent cash deposits with third parties. Level 1 and Level 2 amounts primarily represent investments in money market funds.

- Definition

Tabular disclosure of the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments, assets, and liabilities. Such certain disclosures about the financial instruments, assets, and liabilities include: (1) the fair value of the required items together with their carrying amounts (as appropriate) and (2) the methodology and assumptions used in developing such estimates of fair value.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 107

-Paragraph 14

-Subparagraph a

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 159

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-Subparagraph c(2), d, e, f

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

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-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 107

-Paragraph 15

-Subparagraph b-d

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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-Publisher FASB

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-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 107

-Paragraph 10

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

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+ Details