Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2013

Book Values and Fair Values of Long-term Debt

	June 30, 2013				December 31, 2012
	Book Value		Fair Value		Book Value		Fair Value
	(in millions)
Long-term Debt	$	17,618	$	19,509	$	17,757	$	20,907

Other Temporary Investments

			June 30, 2013
					Gross		Gross		Estimated
					Unrealized		Unrealized		Fair
Other Temporary Investments			Cost		Gains		Losses		Value
			(in millions)
Restricted Cash (a)			$	204	$	-	$	-	$	204
Fixed Income Securities:
	Mutual Funds			76		-		-		76
Equity Securities - Mutual Funds				10		8		-		18
Total Other Temporary Investments			$	290	$	8	$	-	$	298
			December 31, 2012
					Gross		Gross		Estimated
					Unrealized		Unrealized		Fair
Other Temporary Investments			Cost		Gains		Losses		Value
			(in millions)
Restricted Cash (a)			$	241	$	-	$	-	$	241
Fixed IncomeSecurities:
	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 June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in millions)
Proceeds from Investment Sales	$	-	$	-	$	-	$	-
Purchases of Investments		-		1		11		1
Gross Realized Gains on Investment Sales		-		-		-		-
Gross Realized Losses on Investment Sales		-		-		-		-

Nuclear Trust Fund Investments

		June 30, 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		605		37		(2)		648		58		(1)
	Corporate Debt		35		3		(2)		35		5		(1)
	State and Local Government		262		-		(3)		270		1		(1)
	Subtotal Fixed Income Securities		902		40		(7)		953		64		(3)
Equity Securities - Domestic			875		373		(82)		736		285		(77)
Spent Nuclear Fuel and
	Decommissioning Trusts	$	1,791	$	413	$	(89)	$	1,706	$	349	$	(80)

Securities Activity Within the Decommissioning and SNF Trusts

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in millions)
Proceeds from Investment Sales	$	217	$	183	$	385	$	517
Purchases of Investments		227		192		412		545
Gross Realized Gains on Investment Sales		9		3		12		5
Gross Realized Losses on Investment Sales		8		1		10		2

Contractual Maturities, Fair Value of Debt Securities in Nuclear Trusts

	Fair Value of
	Fixed Income
	Securities
	(in millions)
Within 1 year	$	79
1 year – 5 years		340
5 years – 10 years		238
After 10 years		245
Total	$	902

Fair Value, Assets and Liabilities Measured on Recurring Basis

Assets and Liabilities Measured at Fair Value on a Recurring Basis
June 30, 2013
			Level 1		Level 2		Level 3		Other		Total
Assets:			(in millions)
Cash and Cash Equivalents (a)			$	10	$	1	$	-	$	106	$	117
Other Temporary Investments
Restricted Cash (a)				186		6		-		12		204
Fixed Income Securities:
	Mutual Funds			76		-		-		-		76
Equity Securities - Mutual Funds (b)				18		-		-		-		18
TotalOther Temporary Investments				280		6		-		12		298
Risk Management Assets
Risk Management Commodity Contracts (c) (d)				38		776		142		(479)		477
Cash Flow Hedges:
	Commodity Hedges (c)			4		28		-		(18)		14
Fair Value Hedges				-		1		-		3		4
De-designated Risk Management Contracts (e)				-		-		-		9		9
Total Risk Management Assets				42		805		142		(485)		504
Spent Nuclear Fuel and Decommissioning Trusts
Cash and Cash Equivalents (f)				3		-		-		11		14
Fixed Income Securities:
	United States Government			-		605		-		-		605
	Corporate Debt			-		35		-		-		35
	State and Local Government			-		262		-		-		262
		Subtotal Fixed Income Securities		-		902		-		-		902
Equity Securities - Domestic (b)				875		-		-		-		875
TotalSpent Nuclear Fuel and Decommissioning Trusts				878		902		-		11		1,791
Total Assets			$	1,210	$	1,714	$	142	$	(356)	$	2,710
Liabilities:
Risk Management Liabilities
Risk Management Commodity Contracts (c) (d)			$	42	$	697	$	20	$	(497)	$	262
Cash Flow Hedges:
	Commodity Hedges (c)			-		30		-		(18)		12
	Interest Rate/Foreign Currency Hedges			-		2		-		-		2
Fair Value Hedges				-		13		-		3		16
Total Risk Management Liabilities			$	42	$	742	$	20	$	(512)	$	292

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
TotalOther 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
TotalSpent 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 June 30, 2013 maturity of the net fair value of risk management contracts prior to cash collateral, assets/(liabilities), is as follows: Level 1 matures $3million in 2013, ($3) million in periods 2014-2016 and ($4) million in periods 2017-2018; Level 2 matures $12 million in 2013, $53 million in periods 2014-2016, $8 million in periods 2017-2018 and $6 million in periods 2019-2030; Level 3 matures $19 million in 2013, $50 million in periods 2014-2016, $30 million in periods 2017-2018 and $23 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. Level 1 amounts primarily represent investments in money market funds.

(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 June 30, 2013		Assets (Liabilities)
		(in millions)
Balance as of March 31, 2013		$	76
Realized Gain (Loss) Included in Net Income (or Changes in Net Assets) (a) (b)			(1)
Unrealized Gain (Loss) Included in Net Income (or Changes in Net Assets)
	Relating to Assets Still Held at the Reporting Date (a)		26
Realized and Unrealized Gains (Losses) Included in Other Comprehensive Income			(1)
Purchases, Issuances and Settlements (c)			(2)
Transfers into Level 3 (d) (e)			12
Transfers out of Level 3 (e) (f)			1
Changes in Fair Value Allocated to Regulated Jurisdictions (g)			11
Balance as of June 30, 2013		$	122

		Net Risk Management
Three Months Ended June 30, 2012		Assets (Liabilities)
		(in millions)
Balance as of March 31, 2012		$	92
Realized Gain (Loss) Included in Net Income (or Changes in Net Assets) (a) (b)			(11)
Unrealized Gain (Loss) Included in Net Income (or Changes in Net Assets)
	Relating to Assets Still Held at the Reporting Date (a)		4
Realized and Unrealized Gains (Losses) Included in Other Comprehensive Income			-
Purchases, Issuances and Settlements (c)			15
Transfers into Level 3 (d) (e)			(1)
Transfers out of Level 3 (e) (f)			(8)
Changes in Fair Value Allocated to Regulated Jurisdictions (g)			6
Balance as of June 30, 2012		$	97

		Net Risk Management
Six Months Ended June 30, 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)			(12)
Unrealized Gain (Loss) Included in Net Income (or Changes in Net Assets)
	Relating to Assets Still Held at the Reporting Date (a)		22
Realized and Unrealized Gains (Losses) Included in Other Comprehensive Income			-
Purchases, Issuances and Settlements (c)			(1)
Transfers into Level 3 (d) (e)			18
Transfers out of Level 3 (e) (f)			1
Changes in Fair Value Allocated to Regulated Jurisdictions (g)			8
Balance as of June 30, 2013		$	122

		Net Risk Management
Six Months Ended June 30, 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)			(17)
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			-
Purchases, Issuances and Settlements (c)			33
Transfers into Level 3 (d) (e)			14
Transfers out of Level 3 (e) (f)			(20)
Changes in Fair Value Allocated to Regulated Jurisdictions (g)			13
Balance as of June 30, 2012		$	97

(a)Included in revenues on thecondensed 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 ofrisk 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 thecondensed 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	$	128	$	16	Discounted Cash Flow	Forward Market Price (a)	$	10.17	$	140.98
						Counterparty Credit Risk (b)		356
FTRs		14		4	Discounted Cash Flow	Forward Market Price (a)		(26.98)		11.19
Total	$	142	$	20

(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

	June 30, 2013				December 31, 2012
Company	Book Value		Fair Value		Book Value		Fair Value
	(in thousands)
APCo	$	3,702,759	$	4,241,900	$	3,702,442	$	4,555,143
I&M		2,305,192		2,490,561		2,057,666		2,372,017
OPCo		3,504,794		4,002,270		3,860,440		4,560,337
PSO		949,841		1,107,094		949,871		1,175,759
SWEPCo		2,044,780		2,231,426		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
June 30, 2013
		Level 1		Level 2		Level 3		Other		Total
Assets:		(in thousands)
Risk Management Assets
Risk Management Commodity Contracts (a) (b)		$	2,555	$	107,096	$	15,526	$	(73,619)	$	51,558
Cash Flow Hedges:
	Commodity Hedges (a)		-		995		-		(425)		570
Total Risk Management Assets		$	2,555	$	108,091	$	15,526	$	(74,044)	$	52,128
Liabilities:
Risk Management Liabilities
Risk Management Commodity Contracts (a) (b)		$	1,477	$	101,183	$	2,550	$	(78,084)	$	27,126
Cash Flow Hedges:
	Commodity Hedges (a)		-		703		-		(425)		278
Total Risk Management Liabilities		$	1,477	$	101,886	$	2,550	$	(78,509)	$	27,404

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 1 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 June 30, 2013		APCo		I&M		OPCo
		(in thousands)
Balance as of March 31, 2013		$	8,756	$	6,051	$	12,381
Realized Gain (Loss) Included in Net Income
	(or Changes in Net Assets) (a) (b)		(369)		(255)		(522)
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		2,390
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		-		-		-
Purchases, Issuances and Settlements (c)			641		443		906
Transfers into Level 3 (d) (e)			243		168		344
Transfers out of Level 3 (e) (f)			(362)		(250)		(512)
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		4,067		2,810		3,360
Balance as of June 30, 2013		$	12,976	$	8,967	$	18,347

Three Months Ended June 30, 2012		APCo		I&M		OPCo
		(in thousands)
Balance as of March 31, 2012		$	7,981	$	5,614	$	11,767
Realized Gain (Loss) Included in Net Income
	(or Changes in Net Assets) (a) (b)		(3,210)		(2,258)		(4,734)
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		1,711
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		(11)		(8)		(16)
Purchases, Issuances and Settlements (c)			4,988		3,508		7,355
Transfers into Level 3 (d) (e)			1,301		915		1,919
Transfers out of Level 3 (e) (f)			(557)		(392)		(821)
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		2,372		1,670		1,788
Balance as of June 30, 2012		$	12,864	$	9,049	$	18,969

Six Months Ended June 30, 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)		(3,532)		(2,439)		(4,990)
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		598
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		-		-		-
Purchases, Issuances and Settlements (c)			2,859		1,977		4,045
Transfers into Level 3 (d) (e)			875		602		1,231
Transfers out of Level 3 (e) (f)			(941)		(648)		(1,326)
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		2,736		1,934		3,360
Balance as of June 30, 2013		$	12,976	$	8,967	$	18,347

Six Months Ended June 30, 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)		(5,313)		(3,590)		(7,533)
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		7,035
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		52		34		71
Purchases, Issuances and Settlements (c)			11,499		7,811		16,397
Transfers into Level 3 (d) (e)			3,562		2,341		4,934
Transfers out of Level 3 (e) (f)			(4,676)		(3,028)		(6,388)
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		5,769		4,218		1,787
Balance as of June 30, 2012		$	12,864	$	9,049	$	18,969

(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 for Level 3

APCo
	Fair Value				Valuation	Significant	Forward Price Range
	Assets		Liabilities		Technique	Unobservable Input (a)	Low		High
	(in thousands)
Energy Contracts	$	11,823	$	1,613	Discounted Cash Flow	Forward Market Price	$	11.48	$	70.90
FTRs		3,703		937	Discounted Cash Flow	Forward Market Price		(12.31)		11.19
Total	$	15,526	$	2,550

(a)Represents market prices in dollars per MWh.

Indiana Michigan Power Co [Member]

Book Values and Fair Values of Long-term Debt

	June 30, 2013				December 31, 2012
Company	Book Value		Fair Value		Book Value		Fair Value
	(in thousands)
APCo	$	3,702,759	$	4,241,900	$	3,702,442	$	4,555,143
I&M		2,305,192		2,490,561		2,057,666		2,372,017
OPCo		3,504,794		4,002,270		3,860,440		4,560,337
PSO		949,841		1,107,094		949,871		1,175,759
SWEPCo		2,044,780		2,231,426		2,046,228		2,400,509

Nuclear Trust Fund Investments

		June 30, 2013						December 31, 2012
		Estimated		Gross		Other-Than-		Estimated		Gross		Other-Than-
		Fair		Unrealized		Temporary		Fair		Unrealized		Temporary
		Value		Gains (Losses)		Impairments		Value		Gains		Impairments
		(in thousands)
Cash and Cash Equivalents		$	14,132	$	-	$	-	$	16,783	$	-	$	-
Fixed Income Securities:
	United States Government		604,850		37,609		(2,085)		647,918		58,268		(747)
	Corporate Debt		35,202		2,963		(1,592)		35,399		4,903		(1,352)
	State and Local Government		262,521		(1,661)		(2,832)		270,090		1,006		(863)
	Subtotal Fixed Income Securities		902,573		38,911		(6,509)		953,407		64,177		(2,962)
Equity Securities - Domestic			874,689		372,591		(82,148)		735,582		284,599		(76,557)
Spent Nuclear Fuel and
	Decommissioning Trusts	$	1,791,394	$	411,502	$	(88,657)	$	1,705,772	$	348,776	$	(79,519)

Securities Activity Within the Decommissioning and SNF Trusts

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in thousands)
Proceeds from Investment Sales	$	218,272	$	182,179	$	385,942	$	516,579
Purchases of Investments		227,470		192,104		411,769		544,981
Gross Realized Gains on Investment Sales		8,575		3,380		11,898		4,932
Gross Realized Losses on Investment Sales		7,397		803		9,712		2,219

Contractual Maturities, Fair Value of Debt Securities in Nuclear Trusts

	Fair Value of
	Fixed Income
	Securities
	(in thousands)
Within 1 year	$	78,832
1 year – 5 years		340,397
5 years – 10 years		238,064
After 10 years		245,280
Total	$	902,573

Fair Value, Assets and Liabilities Measured on Recurring Basis

I&M
Assets and Liabilities Measured at Fair Value on a Recurring Basis
June 30, 2013
			Level 1		Level 2		Level 3		Other		Total
Assets:			(in thousands)
Risk Management Assets
Risk Management Commodity Contracts (a) (b)			$	1,766	$	73,702	$	10,729	$	(50,676)	$	35,521
Cash Flow Hedges:
	Commodity Hedges (a)			-		686		-		(293)		393
Total Risk Management Assets				1,766		74,388		10,729		(50,969)		35,914
Spent Nuclear Fuel and Decommissioning Trusts
Cash and Cash Equivalents (c)				2,939		-		-		11,193		14,132
Fixed Income Securities:
	United States Government			-		604,850		-		-		604,850
	Corporate Debt			-		35,202		-		-		35,202
	State and Local Government			-		262,521		-		-		262,521
		Subtotal Fixed Income Securities		-		902,573		-		-		902,573
Equity Securities - Domestic (d)				874,689		-		-		-		874,689
TotalSpent Nuclear Fuel and Decommissioning Trusts				877,628		902,573		-		11,193		1,791,394
Total Assets			$	879,394	$	976,961	$	10,729	$	(39,776)	$	1,827,308
Liabilities:
Risk Management Liabilities
Risk Management Commodity Contracts (a) (b)			$	1,021	$	70,200	$	1,762	$	(53,750)	$	19,233
Cash Flow Hedges:
	Commodity Hedges (a)			-		467		-		(293)		174
Total Risk Management Liabilities			$	1,021	$	70,667	$	1,762	$	(54,043)	$	19,407

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
TotalSpent 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

(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 1 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 June 30, 2013		APCo		I&M		OPCo
		(in thousands)
Balance as of March 31, 2013		$	8,756	$	6,051	$	12,381
Realized Gain (Loss) Included in Net Income
	(or Changes in Net Assets) (a) (b)		(369)		(255)		(522)
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		2,390
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		-		-		-
Purchases, Issuances and Settlements (c)			641		443		906
Transfers into Level 3 (d) (e)			243		168		344
Transfers out of Level 3 (e) (f)			(362)		(250)		(512)
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		4,067		2,810		3,360
Balance as of June 30, 2013		$	12,976	$	8,967	$	18,347

Three Months Ended June 30, 2012		APCo		I&M		OPCo
		(in thousands)
Balance as of March 31, 2012		$	7,981	$	5,614	$	11,767
Realized Gain (Loss) Included in Net Income
	(or Changes in Net Assets) (a) (b)		(3,210)		(2,258)		(4,734)
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		1,711
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		(11)		(8)		(16)
Purchases, Issuances and Settlements (c)			4,988		3,508		7,355
Transfers into Level 3 (d) (e)			1,301		915		1,919
Transfers out of Level 3 (e) (f)			(557)		(392)		(821)
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		2,372		1,670		1,788
Balance as of June 30, 2012		$	12,864	$	9,049	$	18,969

Six Months Ended June 30, 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)		(3,532)		(2,439)		(4,990)
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		598
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		-		-		-
Purchases, Issuances and Settlements (c)			2,859		1,977		4,045
Transfers into Level 3 (d) (e)			875		602		1,231
Transfers out of Level 3 (e) (f)			(941)		(648)		(1,326)
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		2,736		1,934		3,360
Balance as of June 30, 2013		$	12,976	$	8,967	$	18,347

Six Months Ended June 30, 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)		(5,313)		(3,590)		(7,533)
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		7,035
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		52		34		71
Purchases, Issuances and Settlements (c)			11,499		7,811		16,397
Transfers into Level 3 (d) (e)			3,562		2,341		4,934
Transfers out of Level 3 (e) (f)			(4,676)		(3,028)		(6,388)
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		5,769		4,218		1,787
Balance as of June 30, 2012		$	12,864	$	9,049	$	18,969

(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 for Level 3

I&M
	Fair Value				Valuation	Significant	Forward Price Range
	Assets		Liabilities		Technique	Unobservable Input (a)	Low		High
	(in thousands)
Energy Contracts	$	8,170	$	1,115	Discounted Cash Flow	Forward Market Price	$	11.48	$	70.90
FTRs		2,559		647	Discounted Cash Flow	Forward Market Price		(12.31)		11.19
Total	$	10,729	$	1,762

(a)Represents market prices in dollars per MWh.

Ohio Power Co [Member]

Book Values and Fair Values of Long-term Debt

	June 30, 2013				December 31, 2012
Company	Book Value		Fair Value		Book Value		Fair Value
	(in thousands)
APCo	$	3,702,759	$	4,241,900	$	3,702,442	$	4,555,143
I&M		2,305,192		2,490,561		2,057,666		2,372,017
OPCo		3,504,794		4,002,270		3,860,440		4,560,337
PSO		949,841		1,107,094		949,871		1,175,759
SWEPCo		2,044,780		2,231,426		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
	June 30, 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)			3,613		155,550		21,953		(107,395)		73,721
Cash Flow Hedges:
	Commodity Hedges (a)		-		1,405		-		(600)		805
Total Risk Management Assets			3,613		156,955		21,953		(107,995)		74,526
Total Assets		$	3,613	$	156,981	$	21,953	$	(107,956)	$	74,591
Liabilities:
Risk Management Liabilities
Risk Management Commodity Contracts (a) (b)		$	2,088	$	147,199	$	3,606	$	(113,692)	$	39,201
Cash Flow Hedges:
	Commodity Hedges (a)		-		971		-		(600)		371
Total Risk Management Liabilities		$	2,088	$	148,170	$	3,606	$	(114,292)	$	39,572

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

(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 1 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 June 30, 2013		APCo		I&M		OPCo
		(in thousands)
Balance as of March 31, 2013		$	8,756	$	6,051	$	12,381
Realized Gain (Loss) Included in Net Income
	(or Changes in Net Assets) (a) (b)		(369)		(255)		(522)
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		2,390
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		-		-		-
Purchases, Issuances and Settlements (c)			641		443		906
Transfers into Level 3 (d) (e)			243		168		344
Transfers out of Level 3 (e) (f)			(362)		(250)		(512)
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		4,067		2,810		3,360
Balance as of June 30, 2013		$	12,976	$	8,967	$	18,347

Three Months Ended June 30, 2012		APCo		I&M		OPCo
		(in thousands)
Balance as of March 31, 2012		$	7,981	$	5,614	$	11,767
Realized Gain (Loss) Included in Net Income
	(or Changes in Net Assets) (a) (b)		(3,210)		(2,258)		(4,734)
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		1,711
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		(11)		(8)		(16)
Purchases, Issuances and Settlements (c)			4,988		3,508		7,355
Transfers into Level 3 (d) (e)			1,301		915		1,919
Transfers out of Level 3 (e) (f)			(557)		(392)		(821)
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		2,372		1,670		1,788
Balance as of June 30, 2012		$	12,864	$	9,049	$	18,969

Six Months Ended June 30, 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)		(3,532)		(2,439)		(4,990)
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		598
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		-		-		-
Purchases, Issuances and Settlements (c)			2,859		1,977		4,045
Transfers into Level 3 (d) (e)			875		602		1,231
Transfers out of Level 3 (e) (f)			(941)		(648)		(1,326)
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		2,736		1,934		3,360
Balance as of June 30, 2013		$	12,976	$	8,967	$	18,347

Six Months Ended June 30, 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)		(5,313)		(3,590)		(7,533)
Unrealized Gain (Loss) Included in Net
	Income (or Changes in Net Assets) Relating
	to Assets Still Held at the Reporting Date (a)		-		-		7,035
Realized and Unrealized Gains (Losses)
	Included in Other Comprehensive Income		52		34		71
Purchases, Issuances and Settlements (c)			11,499		7,811		16,397
Transfers into Level 3 (d) (e)			3,562		2,341		4,934
Transfers out of Level 3 (e) (f)			(4,676)		(3,028)		(6,388)
Changes in Fair Value Allocated to Regulated
	Jurisdictions (g)		5,769		4,218		1,787
Balance as of June 30, 2012		$	12,864	$	9,049	$	18,969

(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 for Level 3

OPCo
	Fair Value				Valuation	Significant	Forward Price Range
	Assets		Liabilities		Technique	Unobservable Input (a)	Low		High
	(in thousands)
Energy Contracts	$	16,717	$	2,282	Discounted Cash Flow	Forward Market Price	$	11.48	$	70.90
FTRs		5,236		1,324	Discounted Cash Flow	Forward Market Price		(12.31)		11.19
Total	$	21,953	$	3,606

(a)Represents market prices in dollars per MWh.

Public Service Co Of Oklahoma [Member]

Book Values and Fair Values of Long-term Debt

	June 30, 2013				December 31, 2012
Company	Book Value		Fair Value		Book Value		Fair Value
	(in thousands)
APCo	$	3,702,759	$	4,241,900	$	3,702,442	$	4,555,143
I&M		2,305,192		2,490,561		2,057,666		2,372,017
OPCo		3,504,794		4,002,270		3,860,440		4,560,337
PSO		949,841		1,107,094		949,871		1,175,759
SWEPCo		2,044,780		2,231,426		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
	June 30, 2013
		Level 1		Level 2		Level 3		Other		Total
Assets:		(in thousands)
Risk Management Assets
Risk Management Commodity Contracts (a) (b)		$	-	$	1,289	$	-	$	(807)	$	482
Cash Flow Hedges:
	Commodity Hedges (a)		-		6		-		(4)		2
Total Risk Management Assets		$	-	$	1,295	$	-	$	(811)	$	484
Liabilities:
Risk Management Liabilities
Risk Management Commodity Contracts (a) (b)		$	-	$	2,910	$	-	$	(842)	$	2,068
Cash Flow Hedges:
	Commodity Hedges (a)		-		49		-		(4)		45
Total Risk Management Liabilities		$	-	$	2,959	$	-	$	(846)	$	2,113

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

(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 1 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

	June 30, 2013				December 31, 2012
Company	Book Value		Fair Value		Book Value		Fair Value
	(in thousands)
APCo	$	3,702,759	$	4,241,900	$	3,702,442	$	4,555,143
I&M		2,305,192		2,490,561		2,057,666		2,372,017
OPCo		3,504,794		4,002,270		3,860,440		4,560,337
PSO		949,841		1,107,094		949,871		1,175,759
SWEPCo		2,044,780		2,231,426		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
June 30, 2013
		Level 1		Level 2		Level 3		Other		Total
Assets:		(in thousands)
Cash and Cash Equivalents (e)		$	10,078	$	-	$	-	$	1,762	$	11,840
Risk Management Assets
Risk Management Commodity Contracts (a) (b)			-		1,846		-		(1,450)		396
Cash Flow Hedges:
	Commodity Hedges (a)		-		7		-		(5)		2
Total Risk Management Assets			-		1,853		-		(1,455)		398
Total Assets		$	10,078	$	1,853	$	-	$	307	$	12,238
Liabilities:
Risk Management Liabilities
Risk Management Commodity Contracts (a) (b)		$	-	$	2,382	$	-	$	(1,494)	$	888
Cash Flow Hedges:
	Commodity Hedges (a)		-		61		-		(5)		56
Total Risk Management Liabilities		$	-	$	2,443	$	-	$	(1,499)	$	944

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

(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 1 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.