Edgar Filing: AMERICAN ELECTRIC POWER CO INC

aep11krsp2013.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

(Mark One)

[X]	ANNUAL REPORT PURSUANT TO SECTION 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

For the year ended December 31, 2013

[ ]	TRANSITION REPORT PURSUANT TO SECTION 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

AMERICAN ELECTRIC POWER SYSTEM

RETIREMENT SAVINGS PLAN

(Full title of the plan)

Commission File Number: 1 – 3525

AMERICAN ELECTRIC POWER COMPANY, INC.

1 Riverside Plaza, Columbus, Ohio 43215

(Name of issuer of the securities held

pursuant to the plan and the address

of its principal executive office)

TABLE OF CONTENTS		Page Number

Signatures		2

Report of Independent Registered Public Accounting Firm		3

Financial Statements
Statements of Net Assets Available for Benefits		4
Statements of Changes in Net Assets Available for Benefits		5
Notes to Financial Statements		6-18

Supplemental Schedules
Schedule of Assets (Held as of End of Year)		19-50
Schedule of Assets (Acquired and Disposed of Within Year)		51
Schedule of Nonexempt Transactions		52

Exhibits
Exhibit Index		53
Consent of Independent Registered Public Accounting Firm		54

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Benefits Finance Committee has duly caused this annual report to be signed by the undersigned thereunto duly authorized.

By: /s/ Julia A. Sloat

Julia A. Sloat, Secretary

Date: June 25, 2014

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Participants of the American Electric Power System Retirement Savings Plan

We have audited the accompanying statements of net assets available for benefits of the American Electric Power System Retirement Savings Plan (the “Plan”) as of December 31, 2013 and 2012, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2013 and 2012, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets (held at end of year) as of December 31, 2013, (2) assets (acquired and disposed of within year), and (3) nonexempt transactions, are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 2013 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

/s/ Deloitte & Touche LLP

Columbus, Ohio

June 25, 2014

AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 2013 and 2012

	2013		2012
ASSETS
Participant Directed Investments at Fair Value	$	3,717,371,173	$	3,268,509,701

Notes Receivable from Participants		83,912,060		79,060,932

TOTAL ASSETS		3,801,283,233		3,347,570,633

Adjustment from Fair Value to Contract Value for Fully Benefit Responsive Wrap Contracts		(866,725)		(17,178,669)

NET ASSETS AVAILABLE FOR BENEFITS	$	3,800,416,508	$	3,330,391,964

See Notes to Financial Statements beginning on page 6.

AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

For the Years Ended December 31, 2013 and 2012

	2013		2012
INVESTMENT INCOME
Net Appreciation in Fair Value of Investments	$	496,359,189	$	255,472,235
Interest		9,537,438		11,457,388
Dividends		31,870,905		33,392,767
Total Investment Income		537,767,532		300,322,390

CONTRIBUTIONS
Participants		150,007,060		147,216,242
Employer		65,707,451		65,123,578
Total Contributions		215,714,511		212,339,820
DISTRIBUTIONS TO PARTICIPANTS		(280,061,184)		(198,027,366)

ADMINISTRATIVE AND MANAGEMENT FEES
Professional Fees		(670,734)		(697,438)
Investment Advisory and Management Fees		(5,975,010)		(5,339,996)
Other Fees		(524,779)		(482,541)
Total Administrative and Management Fees		(7,170,523)		(6,519,975)

INTEREST INCOME ON NOTES RECEIVABLE FROM PARTICIPANTS		3,774,208		3,449,226

TRANSFERS INTO PLAN		-		152,008

INCREASE IN NET ASSETS		470,024,544		311,716,103

NET ASSETS AVAILABLE FOR BENEFITS BEGINNING OF YEAR		3,330,391,964		3,018,675,861

NET ASSETS AVAILABLE FOR BENEFITS END OF YEAR	$	3,800,416,508	$	3,330,391,964

See Notes to Financial Statements beginning on page 6.

AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

For the Years Ended December 31, 2013 and 2012

1. PLAN DESCRIPTION

The following description of the American Electric Power System Retirement Savings Plan (Plan) is provided for general information purposes only. Participants should refer to the Plan documents for a more complete description of the Plan’s information.

General

The Plan is a defined contribution plan that became effective and commenced operations on January 1, 1978. The Plan covers eligible regularly-scheduled full-time and part-time employees of the participating subsidiaries of American Electric Power Company, Inc. (AEP or the Company). American Electric Power Service Corporation (AEPSC) is the plan administrator (Plan Administrator) and plan sponsor (Plan Sponsor). AEPSC is a wholly-owned subsidiary of AEP. JPMorgan Chase Bank N.A. is the custodian and trustee and JPMorgan Retirement Plan Services LLC is the record keeper with respect to the Plan, collectively (JPMorgan or the Trustee).

Contributions

Newly eligible employees are automatically enrolled in the Plan with a 3% pretax deferral. Employees may opt out of the automatic enrollment or revise their elections within a reasonable period of time after they are notified of their right not to have such pretax deferrals made on their behalf (or to have such pretax deferrals made at a different percentage) and how their account will be invested in the absence of their making an investment election. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Generally, eligible employees participating in the Plan may make contributions (pretax, after-tax or Roth 401(k) contributions) in 1% increments up to 50% of their eligible pay (within Internal Revenue Service (IRS) limits). Participants who are age 50 and older are able to contribute additional pretax or Roth 401(k) amounts as catch-up contributions. The catch-up contribution limit was $5,500 for both 2013 and 2012. An employee who is eligible to participate in the Plan also may roll eligible retirement benefits into the Plan. The Company contributes to the Plan, on behalf of each participant, an amount equal to 100% of the participant’s non-rollover contributions up to 1% of the participant’s eligible compensation for each payroll period, plus 70% of the participant’s contributions for the next 5% of the participant’s eligible compensation for each payroll period, subject to certain limitations. All contributions that are withheld from a participant’s pay or are made by the Company are deposited in the American Electric Power System Retirement Savings Plan Trust after each pay period. The Plan, in a manner consistent with the requirements under section 401 of the Internal Revenue Code (IRC), restricts the amount that certain participants who are deemed highly compensated may contribute to the Plan, provided that it is AEPSC’s intent that the Plan include a “qualified automatic contribution arrangement” (as defined in Section 401(k)(13) of the IRC) effective January 1, 2009, such that only the after-tax contributions made by such highly compensated participants may be subject to such restrictions.

On November 1, 2012, assets of $152,008 were transferred into the Plan in connection with the merger of the terminated AEP Ohio Coal, LLC, Employee Savings Plan into the Plan. The merger of the plans was necessary under applicable tax regulations that preclude the distribution of amounts from a terminated plan to participants who have not consented to such a distribution to the extent a related employer maintains another individual account retirement plan to which such amounts may be transferred.

Investments

The investment options offered by the Plan are a series of separately managed accounts, interests in commingled and collective trusts, the AEP Stock Fund and self-directed mutual fund brokerage accounts. Affiliates of JPMorgan provide custody, trustee, recordkeeping and other services with regard to investments.

Notes Receivable from Participants

Participants may borrow from their savings plan accounts a minimum of $1,000 but no more than the lesser of $50,000 or 50% of their account balance. Loan terms range from 12 months to 60 months (or up to 180 months for certain residential loans), or any monthly increment in-between. Interest rates, fixed for the life of the loan, are calculated by adding 1% to the prime rate, as reported in the Wall Street Journal. For loans taken before July 1, 2006, the interest rate was in effect as of the first business day of the calendar quarter in which the loan was taken. For loans taken after July 1, 2006, the interest rate is in effect as of the first business day of the calendar month in which the loan is taken. Active employees repay principal and interest payments through payroll deductions.

Participant loans and the accrued interest are collateralized by the account balance, and upon default, the outstanding balance is subject to income taxes and possible tax penalty.

Participant Accounts

Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contributions, the Company’s matching contributions and investment earnings and losses and charged with benefit payments and allocations of Plan expenses. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

Participants may transfer the value of their cumulative contributions, in any whole percentage or dollar amount, among investments, and change their investment elections on a daily basis. Participants may change their payroll contribution elections coinciding with the Company’s payroll periods.

Vesting and Distribution

Participants are immediately vested in their pretax, after-tax, Roth 401(k) and the Company matching contributions, including earnings thereon. Excluding participants’ pretax and Roth 401(k) contributions and post-2008 Company matching contributions, all participants may make an unlimited number of withdrawals of their interest in the Plan, including their pre-2009 Company matching contributions. Pretax and Roth 401(k) contributions are eligible for withdrawal by participants only after age 59-1/2, or earlier upon hardship (as defined by the Plan) or following termination of employment. Post-2008 Company matching contributions are eligible for withdrawal by participants only after age 59-1/2, or earlier following earlier termination of employment, but not upon hardship.

The AEP Stock Fund, a Plan investment option, is an Employee Stock Ownership Plan. As a result, participants can elect to have dividends generated from their AEP Stock Fund holdings paid out in cash, rather than automatically reinvested in the fund. The dividend payouts are made periodically (at least annually) and are treated as ordinary income to the participants for tax purposes.

2. ACCOUNTING POLICIES

Basis of Accounting

The accompanying financial statements are prepared on an accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America (GAAP).

Investment Valuation and Income Recognition

Participants direct the investment of their contributions into various investment options offered by the Plan. Investments are reported in the Statements of Net Assets Available for Benefits at fair value while benefit responsive investment contracts are reported at fair value with an adjustment to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared using contract value basis. Fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Purchases and sales of securities have been recorded on a trade-date basis. Net appreciation includes the Plan’s gains or losses on investments bought or sold as well as held throughout the year. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. These amounts are reinvested by the Trustee in the funds that generated such income with the exception of the AEP Stock Fund, which pays or reinvests dividends at the direction of each participant.

Notes Receivable from Participants

Notes Receivable from Participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are not recorded as distributions until actually distributed based on the terms of the Plan document.

Administrative and Management Fees

Administrative and Management Fees incurred relating to JPMorgan during 2013 and 2012 totaled $2,274,351 and $2,529,547, respectively. The Plan directly pays for administrative, recordkeeping and management fees.

Distributions to Participants

Distributions to participants are recorded when paid. There were no material amounts of distributions due to participants who requested distributions from the Plan as of December 31, 2013 and 2012.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein and disclosure of contingent assets. Actual results could differ from the estimates.

Fair Value Measurements of Assets

The accounting guidance for “Fair Value Measurements and Disclosures” establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). AEPSC’s staff independently monitors valuation policies and procedures and provides members of the Benefits Finance Committee (BFC) and its Investment Subcommittee (IC), which was formed by amendment to the BFC’s Bylaws on January 9, 2013, various monthly and quarterly reports, regarding compliance with policies and procedures. The BFC consists of AEPSC’s Chief Financial Officer, Treasurer, Chief Administrative Officer, Chief Risk Officer, Executive Vice President General Counsel in addition to the President of Energy Supply. The IC consists of AEPSC’s Treasurer, Chief Risk Officer, Director of Trusts and Investments and Manager of Corporate Finance.

The Plan utilizes its Trustee’s external pricing service to estimate the fair value of the underlying investments held in the Plan. The Plan’s investment managers review and validate the prices utilized by the Trustee to determine fair value. The Company performs its own valuation testing to verify the fair values of the securities, in part by reviewing audit reports of the Trustee’s operating controls and valuation processes.

Assets in the Plan are classified using the following methods. Equities are classified as Level 1 holdings if they are actively traded on exchanges. Items classified as Level 1 are investments in money market funds, fixed income and equity mutual funds and domestic equity securities. They are valued based on observable inputs primarily unadjusted quoted prices in active markets for identical assets. Items classified as Level 2 are primarily investments in individual fixed income securities and cash equivalents funds. Fixed income securities do not trade on an exchange and do not have an official closing price but their valuation inputs are based on observable market data.

The Trustee uses multiple pricing vendors for the assets held in trust. The Trustee’s pricing vendors calculate bond valuations using financial models and matrices. The models use observable inputs including yields on benchmark securities, quotes by securities brokers, rating agency actions, discounts or premiums on securities compared to par prices, changes in yields for U.S. Treasury securities, corporate actions by bond issuers, prepayment schedules and

histories, economic events and, for certain securities, adjustments to yields to reflect changes in the rate of inflation. Cash equivalent funds are held to provide liquidity and meet short term cash needs. The underlying holdings in the cash funds consist of commercial paper, certificates of deposit, treasury bills, and other short-term debt securities. Short-term debt securities are valued based on observable market data by the trust banks pricing vendor. Other securities with model-derived valuation inputs that are observable are also classified as Level 2 investments. Investments with unobservable valuation inputs are classified as Level 3 investments. Plan assets included in Level 3 are primarily real estate and emerging market investments that are valued using methods requiring judgment, including appraisals.

Equities and Registered Investment Companies are valued based on observable inputs, primarily unadjusted quoted prices in active markets for identical assets.

Investment Descriptions

Common Collective Trusts and the Managed Income Fund are valued at the net asset value per share (NAV). The basis of the reported NAV is the total fair value of all underlying holdings less expenses and liabilities. The value of each unit is determined by dividing the net asset value of the fund by the number of applicable units outstanding on the valuation date. These investments are categorized as Level 2 if they can be redeemed at the NAV price. The JPMorgan Strategic Property Fund has been categorized as a Level 3 investment since the underlying holdings are diversified real estate assets that are difficult to value and rely on unobservable inputs to measure fair value. The JPMorgan Emerging Markets Fund has been classified as a Level 3 investment since the majority of the holdings are equity securities traded on foreign stock exchanges in emerging nations that have limited liquidity.

JPMorgan Liquidity Fund

The objective of this fund is to provide liquidity and meet short-term cash needs while preserving principal. The underlying holdings in the fund are investment grade money market instruments including commercial paper, certificates of deposit, treasury bills and other types of investment grade short-term debt securities. The fund is valued each business day.

JPMorgan US Treasury Plus Money Market Fund

The objective of this fund is to provide liquidity and meet short-term cash needs while preserving principal. The underlying holdings in the fund include U.S. Treasury obligations, including Treasury bills, bonds and notes and other obligations issued or guaranteed by the U.S. Treasury, and repurchase agreements fully collateralized by U.S. Treasury securities.

Mellon Capital Small Cap Stock Index Fund

The objective of this fund is to track the performance of the Russell 2000 Index. The underlying equity holdings of this fund are actively traded on major domestic stock exchanges and have readily available market quotes.

Mellon Capital Stock Index Fund

The objective of this fund is to track the performance of the S&P 500 Index. The underlying equity holdings of this fund are actively traded on major domestic stock exchanges and have readily available market quotes.

Mellon Capital International Stock Index Fund

The objective of this fund is to track the performance of the MSCI Europe, Australia, and Far East (MSCI EAFE) Index. The underlying equity holdings of this fund are actively traded on the major non-U.S stock exchanges and have readily available market quotes.

JPMorgan US Real Estate Securities Fund

The objective of this fund is to exceed the performance of the MSCI Real Estate Investment Trust (MSCI U.S.

REIT) Index. The underlying real estate investment trust equity holdings of this fund are actively traded on the major domestic stock exchanges and have readily available market quotes.

Mellon Capital Aggregate Bond Index Fund

The objective of this fund is to track the performance of the Barclay’s Capital U.S. Aggregate Bond Index. Fixed income securities do not trade on an exchange and do not have an official closing price.

Mellon Capital Treasury Inflation-Protected Securities Fund

The objective of this fund is to track the performance of the Barclays Capital U.S. Treasury Inflation-Protected Securities Index. Treasury Inflation-Protected Securities are backed by the U.S. government and protect investors from the effects of inflation. The securities are not actively traded on exchanges and do not have an official closing price.

Metlife Separate Account No. 690

The objective of the fund is to exceed the performance of the Barclays Capital 1-3 year Government/Credit Index. The fund seeks to preserve principal and an above average level of income with the goal of minimizing overall portfolio risk. Fixed income securities do not trade on an exchange and do not have an official closing price.

Wells Fargo Fixed Income Fund N

The objective of the fund is to exceed the performance of the Barclays Capital Intermediate Government/Credit Index. The fund seeks to preserve principal and an above average level of income with the goal of minimizing overall portfolio risk. Fixed income securities do not trade on an exchange and do not have an official closing price.

JPMorgan Strategic Property Fund

The objective of this fund is to exceed the performance of the National Council of Real Estate Investment Fiduciaries (NCREIF) Property Index. The underlying holdings in the fund are diversified real estate assets. This diversified fund consists of multiple properties and no single asset, tenant or location has undue influence over the fund’s value or performance. The fund’s diversified holdings help mitigate the risk of default and concentration risk.

JPMorgan Emerging Markets Fund

The objective of this fund is to exceed the performance of the MSCI Emerging Markets (MSCI EM) Free Index. The majority of the underlying holdings of this fund are traded on foreign stock exchanges in emerging markets. The securities in these economies are typically less efficient and less liquid than those in developed markets.

3. PLAN TERMINATION

Although it has not expressed any intent to do so, AEPSC has the right to take such actions as will allow contributions to the Plan to be discontinued at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants remain 100 percent vested in their accounts.

4. INVESTMENT CONTRACTS

The Managed Income Fund provides a stable value investment option that includes fully benefit-responsive wrap contracts which assure the book value of investments for plan participants. The fund’s underlying assets, which are held in a trust, utilize wrap contracts issued by four financial institutions as of December 31, 2013 and 2012. The contracts provide that participants execute plan transactions at contract value. Contract value represents contributions made to the fund, plus credited interest, less participant withdrawals, without regard to changes in the fair value of the investments and securities underlying the fund. The rates for crediting interest are reset periodically based on market rates of other similar investments, the current yield of the underlying investments and the spread

between the market value and contract value. The interest crediting rate cannot be less than 0%. Certain events initiated by the Plan Sponsor, such as plan termination or a plan merger, would limit the ability of the Plan to administer participant-level transactions at contract value or may allow for the termination of the wrap contract at market value, rather than contract value.

The Plan Sponsor does not believe that any events that may limit the ability of the plan to transact at contract value are probable as of December 31, 2013 or the date these financial statements are issued.

During the year ended December 31, 2013, the average yield based on underlying earnings and the average yield based on interest credited to participants were 1.33% and 1.22%, respectively. During the year ended December 31, 2012, the average yield based on underlying earnings and the average yield based on interest credited to participants were 0.83% and 1.49%, respectively.

5. INVESTMENTS EXCEEDING FIVE PERCENT OF THE PLAN’S NET ASSETS

Investments exceeding five percent of the Plan’s net assets as of December 31, 2013 and 2012 were as follows:

	December 31,
	2013		2012
American Electric Power Company, Inc. Common Stock	$	294,612,643	$	282,978,430
Mellon Capital Aggregate Bond Index Fund		454,335,541		464,002,734
Mellon Capital Stock Index Fund		637,979,183		481,200,145
Mellon Capital International Stock Index Fund		382,529,284		305,480,758
Mellon Capital Small Cap Stock Index Fund (a)		218,730,345		163,278,652

(a) Investment was less than five percent of the Plan’s net assets as of December 31, 2012.

6. NET APPRECIATION OF INVESTMENTS

During 2013 and 2012, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:

	Years Ended December 31,
	2013		2012
American Electric Power Company, Inc. Common Stock	$	27,559,707	$	9,617,491
Common/Collective Trusts		281,942,154		165,034,728
Corporate Stock		175,717,078		70,090,069
Fixed Income Securities		(2,343,892)		964,770
Registered Investment Companies		13,484,142		9,765,177
Net Appreciation in Fair Value of Investments	$	496,359,189	$	255,472,235

7. PARTY-IN-INTEREST TRANSACTIONS

Certain transactions involving the Plan and its assets involved parties in interest with respect to the Plan, but those transactions were not prohibited transactions under ERISA because of the applicability of one or more exemptions. The exempt party-in-interest transactions involving the Plan included the following: JPMorgan Chase Bank, N.A. has been acting as trustee and custodian under the Plan, while its affiliates have been acting as (a) investment manager for a number of the Plan’s investment options, (b) the Plan’s record keeper and (c) investment advisor or investment manager for a number of plan participants with respect to the amounts held in their Plan accounts.

As of December 31, 2013 and 2012, the Plan held 6,303,223 and 6,630,235 shares, respectively, of common stock of American Electric Power Company, Inc., the Plan Sponsor, with a cost basis of $228,985,169 and $234,634,292, respectively. During the years ended December 31, 2013 and 2012, the Plan recorded dividend income of $12,470,399 and $13,252,757, respectively, related to its investment in that common stock.

The Plan entered into a non-exempt prohibited transaction when it made two overpayments to an investment manager. ERISA Section 406(a)(1)(D) prohibits the use of plan assets by, or transfer of plan assets to, a party in

interest (such as a fiduciary investment manager). Although an exemption under ERISA 408(b)(2) generally is applicable to contracts with parties (such as investment managers) for services necessary for the operation of a plan where no more than reasonable compensation is paid therefor, the described payments represent the amount invoiced and paid by the Plan in excess of the amount required by the contract as amended. The investment manager had just agreed in writing to temporary reduction of its fees, but its subsequent invoices were prepared without that agreed reduction, resulting in the effective overcharge for investment management fees. Immediately upon discovery of the overpayment in August 2013, the Plan secured from the investment manager a repayment of the excess amounts plus lost earnings thereon. Therefore, the Company has completed the steps to remediate the transaction.

The Plan entered into an additional non-exempt prohibited transaction when it made a payment for services not rendered to the Plan. ERISA Section 406(a)(1)(D) prohibits the use of plan assets by, or transfer of plan assets to, a party in interest (such as an employer whose employees are covered by the plan). The described payments represent amounts invoiced to the Company for services that were not rendered to the Plan. Immediately upon discovery of the overpayment in August 2013, the Company reimbursed the Plan plus lost interest thereon. Therefore, the Company has completed the steps to remediate the transaction.

8. FAIR VALUE MEASUREMENTS

For a discussion of fair value accounting and the classification of assets within the fair value hierarchy, see the “Fair Value Measurements of Assets” section of Note 2.

Plan Assets within the Fair Value Hierarchy as of December 31, 2013

	Level 1		Level 2		Level 3		Total
Equities
Corporate Stocks	$	643,479,327	$	-	$	-	$	643,479,327
AEP Stock		294,612,643		-		-		294,612,643
Subtotal Equities		938,091,970		-		-		938,091,970

Fixed Income
Government Bonds		-		99,954,594		-		99,954,594
Corporate Debt Securities		-		173,612,943		-		173,612,943
Mortgage Backed Securities		-		171,693,244		-		171,693,244
Subtotal Fixed Income		-		445,260,781		-		445,260,781

Common/Collective Trusts
JPMorgan Liquidity Fund		-		20,014,690		-		20,014,690
JPMorgan US Treasury Plus Money Market Fund		-		78,372,654		-		78,372,654
Mellon Capital Small Cap Stock Index Fund		-		218,730,345		-		218,730,345
Mellon Capital Stock Index Fund		-		637,979,183		-		637,979,183
Mellon Capital International Stock Index Fund		-		382,529,284		-		382,529,284
JPMorgan US Real Estate Securities Fund		-		21,321,034		-		21,321,034
Mellon Capital Aggregate Bond Index Fund		-		454,335,541		-		454,335,541
Mellon Capital Treasury Inflation-Protected Securities Fund		-		14,878,293		-		14,878,293
Metlife Separate Account No. 690		-		160,604,028		-		160,604,028
Wells Fargo Fixed Income Fund N		-		122,945,600		-		122,945,600
JPMorgan Strategic Property Fund		-		-		37,903,552		37,903,552
JPMorgan Emerging Markets Fund		-		-		21,301,049		21,301,049
Subtotal Common/Collective Trusts		-		2,111,710,652		59,204,601		2,170,915,253

Registered Investment Companies		156,155,678		-		-		156,155,678
Cash Equivalents		-		16,534,243		-		16,534,243
Accrued Items and Unsettled Trades		(422,240)		(9,164,512)		-		(9,586,752)

Total Assets Reflecting Investments at Fair Value	$	1,093,825,408	$	2,564,341,164	$	59,204,601	$	3,717,371,173

Plan Assets within the Fair Value Hierarchy as of December 31, 2012
	Level 1		Level 2		Level 3		Total
Equities
Corporate Stocks	$	494,382,946	$	-	$	-	$	494,382,946
AEP Stock		282,978,430		-		-		282,978,430
Subtotal Equities		777,361,376		-		-		777,361,376

Fixed Income
Government Bonds		-		105,989,433		-		105,989,433
Corporate Debt Securities		-		159,049,975		-		159,049,975
Mortgage Backed Securities		-		204,001,237		-		204,001,237
Subtotal Fixed Income		-		469,040,645		-		469,040,645

Common/Collective Trusts
JPMorgan Liquidity Fund		-		14,005,564		-		14,005,564
JPMorgan US Treasury Plus Money Market Fund		-		109,448,923		-		109,448,923
Mellon Capital Small Cap Stock Index Fund		-		163,278,652		-		163,278,652
Mellon Capital Stock Index Fund		-		481,200,145		-		481,200,145
Mellon Capital International Stock Index Fund		-		305,480,758		-		305,480,758
JPMorgan US Real Estate Securities Fund		-		17,816,967		-		17,816,967
Mellon Capital Aggregate Bond Index Fund		-		464,002,734		-		464,002,734
Mellon Capital Treasury Inflation-Protected Securities Fund		-		14,704,660		-		14,704,660
Metlife Separate Account No. 690		-		150,986,394		-		150,986,394
Wells Fargo Fixed Income Fund N		-		125,425,281		-		125,425,281
JPMorgan Strategic Property Fund		-		-		31,791,671		31,791,671
JPMorgan Emerging Markets Fund		-		-		18,068,713		18,068,713
Subtotal Common/Collective Trusts		-		1,846,350,078		49,860,384		1,896,210,462

Registered Investment Companies		109,253,314		-		-		109,253,314
Cash Equivalents		-		19,864,466		-		19,864,466
Accrued Items and Unsettled Trades		545,362		(3,765,924)		-		(3,220,562)

Total Assets Reflecting Investments at Fair Value	$	887,160,052	$	2,331,489,265	$	49,860,384	$	3,268,509,701

The following tables set forth a summary of the Plan's investments with a reported Net Asset Value as of December 31, 2013 and 2012:

Fair Value Estimated Using Net Asset Value per Share as of December 31, 2013
	Fair Value		Redemption Frequency (If currently eligible)	Redemption Notice Period
JPMorgan Liquidity Fund	$	20,014,690	Daily	1 Day
JPMorgan US Treasury Plus Money Market Fund		78,372,654	Daily	Trade Date + 0
Mellon Capital Small Cap Stock Index Fund		218,730,345	Daily	Trade Date + 1
Mellon Capital Stock Index Fund		637,979,183	Daily	Trade Date + 1
Mellon Capital International Stock Index Fund		382,529,284	Daily	Trade Date + 1
JPMorgan US Real Estate Securities Fund		21,321,034	Daily	1 Day
Mellon Capital Aggregate Bond Index Fund		454,335,541	Daily	Trade Date + 1
Mellon Capital Treasury Inflation-Protected Securities Fund		14,878,293	Daily	Trade Date + 1
Metlife Separate Account No. 690		160,604,028	Monthly	1 Month
Wells Fargo Fixed Income Fund N		122,945,600	Monthly	1 Month
JPMorgan Strategic Property Fund		37,903,552	Quarterly	45 Days
JPMorgan Emerging Markets Fund		21,301,049	Daily	1 Day
Total Assets	$	2,170,915,253

Fair Value Estimated Using Net Asset Value per Share as of December 31, 2012
	Fair Value		Redemption Frequency (If currently eligible)	Redemption Notice Period
JPMorgan Liquidity Fund	$	14,005,564	Daily	1 Day
JPMorgan US Treasury Plus Money Market Fund		109,448,923	Daily	Trade Date + 0
Mellon Capital Small Cap Stock Index Fund		163,278,652	Daily	Trade Date + 1
Mellon Capital Stock Index Fund		481,200,145	Daily	Trade Date + 1
Mellon Capital International Stock Index Fund		305,480,758	Daily	Trade Date + 1
JPMorgan US Real Estate Securities Fund		17,816,967	Daily	1 Day
Mellon Capital Aggregate Bond Index Fund		464,002,734	Daily	Trade Date + 1
Mellon Capital Treasury Inflation-Protected Securities Fund		14,704,660	Daily	Trade Date + 1
Metlife Separate Account No. 690		150,986,394	Monthly	1 Month
Wells Fargo Fixed Income Fund N		125,425,281	Monthly	1 Month
JPMorgan Strategic Property Fund		31,791,671	Quarterly	45 Days
JPMorgan Emerging Markets Fund		18,068,713	Daily	1 Day
Total Assets	$	1,896,210,462

There have been no transfers between Level 1, Level 2, and Level 3 during the years ended December 31, 2013 and 2012.

The following tables set forth a reconciliation of changes in the fair value of investments classified as Level 3 in the fair value hierarchy.

Changes in Fair Value Measurements for the Year Ended December 31, 2013

	JPMorgan Strategic Property Fund		JPMorgan Emerging Markets Fund		Total
Balance at Beginning of Year	$	31,791,671	$	18,068,713	$	49,860,384

Realized Gains		-		373,032		373,032
Unrealized Gains		5,131,893		(1,020,696)		4,111,197
Purchases		979,988		5,475,000		6,454,988
Sales		-		(1,595,000)		(1,595,000)
Issuances		-		-		-
Settlements		-		-		-
Balance at End of Year	$	37,903,552	$	21,301,049	$	59,204,601

Changes in Fair Value Measurements for the Year Ended December 31, 2012

	JPMorgan Strategic Property Fund		JPMorgan Emerging Markets Fund		Wrap Contracts		Total
Balance at Beginning of Year	$	34,096,695	$	15,195,847	$	456,104	$	49,748,646

Realized Gains (Losses)		(1,030,618)		520,253		(456,104)		(966,469)
Unrealized Gains (Losses)		(6,980,456)		2,274,613		-		(4,705,843)
Purchases		(1,513,950)		(1,825,000)		-		(3,338,950)
Sales		7,220,000		1,903,000		-		9,123,000
Issuances		-		-		-		-
Settlements		-		-		-		-
Balance at End of Year	$	31,791,671	$	18,068,713	$	-	$	49,860,384

9. RISK AND UNCERTAINTIES

The Plan utilizes various investment instruments, including common stock, bonds, commingled funds and investment contracts. Investment securities are exposed to various risks, such as interest rate, credit and market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such change could materially affect the amounts reported in the financial statements.

10. FEDERAL INCOME TAX

The IRS has issued a favorable determination letter dated September 24, 2013 with respect to the Plan. A favorable determination letter indicates that, in the opinion of the IRS, the terms of that the Plan meets the requirements of Section 401(a) of the IRC, and thereby recognizes the exempt status of the Plan’s trust pursuant to Section 501(a) of the IRC.

The Plan has not been amended subsequent to the issuance of that IRS determination letter. Plan management believes that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC and that the Plan’s trust continues to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

GAAP requires Plan management to evaluate tax positions taken by the Plan and to recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2013 and 2012, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions. However, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2010.

11. RECONCILIATION OF FINANCIAL STATEMENTS TO THE FORM 5500

Due to changes in the IRS Form 5500 filing requirements, the income statement in Schedule H, Part II, is now required to separately report certain deemed distributions of participant loans, whether or not those loans may otherwise remain collectible and would still be (and are) reflected as assets on the accompanying financial statements, which are prepared on the accrual basis of accounting. Because loans deemed distributed are no longer to be carried as assets of the Plan unless and until the participant actually undertakes the repayment, amounts reported on Schedule H as Participant Loans as of the beginning and ending of the year were adjusted so that prospectively the amounts reported on Schedule H, Part I, Line 1c(8), columns (a) and (b) are in conformity with the Form 5500 filing requirements, but differ from those reported in the accompanying financial statements.

	January 1,
Participant Loans – Schedule H, Part I, Line 1c(8), Column (a)	2013		2012
Beginning Balance per Financial Statements	$	79,060,932	$	74,987,631
Less: Loans Deemed Distributed with No Post-Default Payments		(2,053,161)		(1,695,638)
Balance Reported on Form 5500	$	77,007,771	$	73,291,993

	December 31,
Participant Loans – Schedule H, Part I, Line 1c(8), Column (b)	2013		2012
Ending Balance per Financial Statements	$	83,912,060	$	79,060,932
Less: Assets and Activity Related to Loans Deemed Distributed with No Post-Default Payments		(2,135,738)		(2,053,161)
Balance Reported on Form 5500	$	81,776,322	$	77,007,771

As a result of the changes to Form 5500, beginning and ending Net Assets Available for Benefits as well as Increase (Decrease) in Net Assets will differ between reported amounts on the Financial Statements and Form 5500 as follows:

	January 1,
Net Assets – Schedule H, Part I, Line 1l, Column (a)	2013		2012
Beginning Balance per Financial Statements	$	3,330,391,964	$	3,018,675,861
Plus: Adjustment from Contract Value to Fair Value		17,178,669		6,071,315
Less: Loans Deemed Distributed with No Post-Default Payments		(2,053,161)		(1,695,638)
Beginning Balance Reported on Form 5500	$	3,345,517,472	$	3,023,051,538

	December 31,
Net Assets – Schedule H, Part I, Line 1l, Column (b)	2013		2012
Ending Balance per Financial Statements	$	3,800,416,508	$	3,330,391,964
Plus: Adjustment from Contract Value to Fair Value		866,725		17,178,669
Less: Assets and Activity Related to Loans Deemed Distributed with No Post-Default Payments		(2,135,738)		(2,053,161)
Balance Reported on Form 5500	$	3,799,147,495	$	3,345,517,472

	December 31,
Increase in Net Assets – Schedule H, Part II, Line 2k	2013		2012
Per Financial Statements	$	470,024,544	$	311,716,103
Plus (Less): Change in Contract Value to Fair Value		(16,311,944)		11,107,354
Less: Loans Deemed Distributed		(82,577)		(357,523)
Reported on Form 5500	$	453,630,023	$	322,465,934

AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN
PLAN #002 EIN #13-4922641
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2013

	INVESTMENT CONTRACTS:
	Stable Value Wrap	$	-
	Prudential Insurance Company of America, 1.30%
	variable annual yield (1.30% at December 31, 2013)
	with an indeterminate maturity date
	Stable Value Wrap		-
	Met Life Inc.
	variable annual yield (0.87% at December 31, 2013)
	with an indeterminate maturity date
	Stable Value Wrap		-
	ING Life Ins. Co.
	variable annual yield (1.69% at December 31, 2013)
	with an indeterminate maturity date
	Stable Value Wrap		-
	American General Life Insurance Co.
	variable annual yield (1.53% at December 31, 2013)
	with an indeterminate maturity date
	Subtotal Wrapper Contracts	$	-

Shares	Identity of Issuer, Borrower, Lessor or Similar Party		Fair Value
	Common / Collective Trusts
11,250,821	Wells Fargo Fixed Income Fund N		122,945,600
1,574,467	Metlife Separate Account No 690		160,604,028
71,868,923	JPMorgan US Treasury Plus Money Market Fund		78,372,654
	Total Common / Collective Trusts	$	361,922,282

	Corporate Debt Securities
2,750,000	Ally Auto Receivables Trust 2012-4, 0.59%, $2,750,000 par, due 11/16/2015		2,752,448
3,000,000	Ally Auto Receivables Trust 2012-5, 0.62%, $3,000,000 par, due 3/15/2017		3,001,590
850,000	Ally Auto Receivables Trust 2013-2, 0.79%, $850,000 par, due 1/15/2018		849,227
1,400,000	Altera Corp, 2.5%, $1,400,000 par, due 11/15/2018		1,388,156
2,700,000	American Express Credit Acct Mstr Tr, 0.68%, $2,700,000 par, due 3/15/2018		2,704,860
470,000	American Honda Finance Corp, 1.13%, $470,000 par, due 10/7/2016		471,922
700,000	American Honda Finance Corp, 2.13%, $700,000 par, due 2/28/2017		707,882
697,184	AmeriCredit Auto Receivables Trust, 0.51%, $697,184 par, due 1/8/2016		696,926
620,000	Anheuser-Busch InBev Worldwide Inc, 1.38%, $620,000 par, due 7/15/2017		618,698
2,535,000	Anheuser-Busch InBev Worldwide Inc, 4.13%, $2,535,000 par, due 1/15/2015		2,630,291
415,000	AT&T Inc, 2.4%, $415,000 par, due 8/15/2016		426,765
1,680,000	AT&T Inc, 2.95%, $1,680,000 par, due 5/15/2016		1,751,820
1,085,000	Bank of America Corp, 3.63%, $1,085,000 par, due 3/17/2016		1,141,496
770,000	Bank of America Corp, 3.75%, $770,000 par, due 7/12/2016		818,602
1,085,000	Bank of America Corp, 3.88%, $1,085,000 par, due 3/22/2017		1,158,042
750,000	Bank of New York Mellon Corp/The, 2.1%, $750,000 par, due 8/1/2018		747,195
1,875,000	Bank of Nova Scotia, 1.75%, $1,875,000 par, due 3/22/2017		1,910,175
1,245,000	Bank of Nova Scotia, 2.05%, $1,245,000 par, due 10/7/2015		1,277,158
1,120,000	Barclays Bank PLC, 5.2%, $1,120,000 par, due 7/10/2014		1,147,966
700,000	BB&T Corp, 2.05%, $700,000 par, due 6/19/2018		693,028
1,100,000	BMW Vehicle Owner Trust 2013-A, 0.67%, $1,100,000 par, due 11/27/2017		1,101,023
1,400,000	BP Capital Markets PLC, 1.38%, $1,400,000 par, due 5/10/2018		1,358,770
400,000	Branch Banking & Trust Co, 2.3%, $400,000 par, due 10/15/2018		400,596
2,000,000	Capital Auto Receivables Asset Trust, 0.85%, $2,000,000 par, due 2/21/2017		1,997,720
580,000	Caterpillar Financial Services Corp, 1.35%, $580,000 par, due 9/6/2016		583,590
1,000,000	Chase Issuance Trust, 0.22%, $1,000,000 par, due 4/15/2019		991,650
370,000	Chevron Corp, 0.89%, $370,000 par, due 6/24/2016		370,877

500,000	Chevron Corp, 1.1%, $500,000 par, due 12/5/2017	488,995
525,000	Citigroup Inc, 0.51%, $525,000 par, due 6/9/2016	516,485
1,355,000	Citigroup Inc, 3.95%, $1,355,000 par, due 6/15/2016	1,441,585
700,000	Citigroup Inc, 4.59%, $700,000 par, due 12/15/2015	748,027
780,000	Cooperatieve Centrale Rabobank Nederland, 2.13%, $780,000 par, due 10/13/2015	800,108
685,000	Cooperatieve Centrale Rabobank Nederland, 3.38%, $685,000 par, due 1/19/2017	721,230
2,000,000	Covidien International Finance SA, 2.8%, $2,000,000 par, due 6/15/2015	2,056,560
1,280,000	Credit Suisse/New York NY, 3.5%, $1,280,000 par, due 3/23/2015	1,325,222
1,340,000	CVS Caremark Corp, 3.25%, $1,340,000 par, due 5/18/2015	1,385,104
945,000	Deutsche Bank AG/London, 3.88%, $945,000 par, due 8/18/2014	964,826
1,220,000	Devon Energy Corp, 1.88%, $1,220,000 par, due 5/15/2017	1,228,882
755,000	DIRECTV Holdings LLC / DIRECTV Financing Co Inc, 2.4%, $755,000 par, due 3/15/2017	768,635
2,470,000	DIRECTV Holdings LLC / DIRECTV Financing Co Inc, 3.5%, $2,470,000 par, due 3/1/2016	2,592,734
1,550,000	Discover Card Execution Note Trust, 0.69%, $1,550,000 par, due 8/15/2018	1,545,800
1,175,000	Duke Realty LP, 5.95%, $1,175,000 par, due 2/15/2017	1,307,517
992,460	Education Loan Asset-Backed Trust I, 0.96%, $992,460 par, due 6/25/2026	988,025
930,000	EMC Corp/MA, 1.88%, $930,000 par, due 6/1/2018	919,435
2,100,000	Extended Stay America Trust 2013-ESH, 1.28%, $2,100,000 par, due 12/5/2031	2,058,630
2,000,000	Extended Stay America Trust 2013-ESH, 2.96%, $2,000,000 par, due 12/5/2019	1,940,800
2,500,000	Ford Credit Auto Lease Trust 2013-A, 0.6%, $2,500,000 par, due 3/15/2016	2,499,925
2,100,000	Ford Credit Auto Owner Trust 2013-B, 0.57%, $2,100,000 par, due 10/15/2017	2,102,457
2,325,000	Ford Credit Auto Owner Trust 2013-C, 0.82%, $2,325,000 par, due 12/15/2017	2,333,440
1,595,000	Ford Motor Credit Co LLC, 3%, $1,595,000 par, due 6/12/2017	1,657,715
435,000	Ford Motor Credit Co LLC, 4.25%, $435,000 par, due 2/3/2017	467,960
621,514	GE Capital Commercial Mortgage Corp, 4.89%, $621,514 par, due 3/10/2040	622,166
2,000,000	GE Equipment Midticket LLC Series 2013-1, 0.95%, $2,000,000 par, due 4/22/2016	2,004,580
1,775,000	GE Equipment Transportation LLC Series 2012-2, 0.62%, $1,775,000 par, due 7/25/2016	1,774,858
1,400,000	GE Equipment Transportation LLC Series 2013-1, 0.69%, $1,400,000 par, due 11/25/2016	1,399,370
2,090,000	GE Equipment Transportation LLC Series 2013-2, 0.92%, $2,090,000 par, due 9/25/2017	2,089,039
2,000,000	GEDFT 2012-4 A, 0.61%, $2,000,000 par, due 10/20/2015	2,001,640
2,130,000	General Electric Capital Corp, 2.3%, $2,130,000 par, due 4/27/2017	2,189,363
900,000	GlaxoSmithKline Capital PLC, 1.5%, $900,000 par, due 5/8/2017	900,405
2,140,000	Goldman Sachs Group Inc/The, 3.63%, $2,140,000 par, due 2/7/2016	2,245,887
860,000	Hartford Financial Services Group Inc, 4%, $860,000 par, due 10/15/2017	914,713
895,000	Hewlett-Packard Co, 3%, $895,000 par, due 9/15/2016	930,997
950,000	Honda Auto Receivables 2012-4 Owner Trust, 0.52%, $950,000 par, due 8/18/2016	950,941
1,200,000	Honda Auto Receivables 2013-4 Owner Trust, 0.69%, $1,200,000 par, due 9/18/2017	1,200,936
2,000,000	HSBC Finance Corp, 0.49%, $2,000,000 par, due 1/15/2014	2,000,020
1,750,000	Hyundai Auto Receivables Trust 2013-C, 1.01%, $1,750,000 par, due 2/15/2018	1,760,185
1,400,000	Intel Corp, 1.35%, $1,400,000 par, due 12/15/2017	1,383,676
500,000	JPMorgan Chase & Co, 3.15%, $500,000 par, due 7/5/2016	524,190
910,000	JPMorgan Chase & Co, 3.45%, $910,000 par, due 3/1/2016	954,454
1,889,255	Kentucky Higher Education Student Loan Corp, 0.67%, $1,889,255 par, due 6/1/2026	1,869,474
1,350,000	Kraft Foods Group Inc, 2.25%, $1,350,000 par, due 6/5/2017	1,366,970
555,000	Lowe's Cos Inc, 1.63%, $555,000 par, due 4/15/2017	553,035
1,500,000	M&T Bank Auto Receivables Trust 2013-1, 1.06%, $1,500,000 par, due 11/15/2017	1,508,790
404,000	Macy's Retail Holdings Inc, 5.9%, $404,000 par, due 12/1/2016	453,159
1,125,000	Massachusetts Health & Educational Facilities Authority, 5.26%, $1,125,000 par, due 10/1/2018	1,280,846
1,000,000	MassMutual Global Funding II, 2.1%, $1,000,000 par, due 8/2/2018	991,940
575,000	Mercedes-Benz Auto Receivables Trust 2013-1, 0.78%, $575,000 par, due 8/15/2017	576,098
2,418,000	Micron Semiconductor Asia Pte Ltd, 1.26%, $2,418,000 par, due 1/15/2019	2,409,561
1,325,000	Morgan Stanley Capital I Trust 2007-IQ13, 5.36%, $1,325,000 par, due 3/15/2044	1,458,958
1,600,000	Morgan Stanley Capital I Trust 2007-TOP27, 5.65%, $1,600,000 par, due 6/11/2042	1,797,648
1,615,000	Morgan Stanley, 4%, $1,615,000 par, due 7/24/2015	1,686,286
1,380,000	Morgan Stanley, 4.75%, $1,380,000 par, due 3/22/2017	1,506,022
545,000	Morgan Stanley, 5.55%, $545,000 par, due 4/27/2017	607,958
2,095,000	NBCUniversal Media LLC, 3.65%, $2,095,000 par, due 4/30/2015	2,178,800
1,500,021	New Hampshire Higher Education Loan Corp, 0.66%, $1,500,021 par, due 10/25/2028	1,488,516

1,000,000	New York Life Global Funding, 1.3%, $1,000,000 par, due 10/30/2017		968,000
1,400,000	Nissan Auto Receivables 2013-B Owner Trust, 0.84%, $1,400,000 par, due 11/15/2017		1,406,244
1,800,000	Ohio Phase-In-Recovery Funding LLC, 2.05%, $1,800,000 par, due 7/1/2019		1,791,230
640,000	Oracle Corp, 2.38%, $640,000 par, due 1/15/2019		645,728
510,000	Peco Energy Co, 1.2%, $510,000 par, due 10/15/2016		511,469
1,470,000	Phillips 66, 2.95%, $1,470,000 par, due 5/1/2017		1,529,373
2,000,000	Porsche Innovative Lease Owner Trust 2012-1, 0.54%, $2,000,000 par, due 12/21/2015		1,998,740
3,445,000	Prudential Financial Inc, 5.1%, $3,445,000 par, due 9/20/2014		3,555,033
900,000	Reckitt Benckiser Treasury Services PLC, 2.13%, $900,000 par, due 9/21/2018		895,536
475,000	Rio Tinto Finance USA Ltd, 2.25%, $475,000 par, due 9/20/2016		488,861
900,000	Rio Tinto Finance USA PLC, 2.25%, $900,000 par, due 12/14/2018		895,563
1,400,000	Royal Bank of Canada, 2%, $1,400,000 par, due 10/1/2018		1,392,734
2,135,000	Royal Bank of Scotland PLC/The, 4.88%, $2,135,000 par, due 3/16/2015		2,232,335
2,100,000	Santander Drive Auto Receivables Tr, 0.7%, $2,100,000 par, due 9/15/2017		2,098,173
2,120,000	Shell International Finance BV, 3.1%, $2,120,000 par, due 6/28/2015		2,200,094
1,157,013	SLM Student Loan Trust 2012-7, 0.32%, $1,157,013 par, due 2/27/2017		1,155,994
1,687,746	Small Business Administration Participation Certificates, 2.09%, $1,687,746 par, due 11/1/2032		1,566,127
2,331,814	Small Business Administration Participation Certificates, 4.14%, $2,331,814 par, due 2/1/2030		2,445,513
1,826,843	Student Loan Corp, 0.86%, $1,826,843 par, due 7/25/2036		1,819,102
1,350,000	Toronto-Dominion Bank/The, 2.5%, $1,350,000 par, due 7/14/2016		1,400,315
995,000	Total Capital International SA, 1.55%, $995,000 par, due 6/28/2017		995,209
1,500,000	Toyota Auto Receivables 2013-B Owner Trust, 0.89%, $1,500,000 par, due 7/17/2017		1,506,975
1,400,000	Toyota Motor Credit Corp, 2%, $1,400,000 par, due 10/24/2018		1,399,594
480,000	UBS AG/Stamford CT, 3.88%, $480,000 par, due 1/15/2015		496,248
375,000	UBS AG/Stamford CT, 5.88%, $375,000 par, due 12/20/2017		430,324
1,400,000	Union Pacific Corp, 5.65%, $1,400,000 par, due 5/1/2017		1,573,488
385,000	United Technologies Corp, 1.8%, $385,000 par, due 6/1/2017		390,933
1,080,000	Verizon Communications Inc, 2%, $1,080,000 par, due 11/1/2016		1,101,989
1,240,000	Verizon Communications Inc, 3%, $1,240,000 par, due 4/1/2016		1,293,072
2,000,000	Volvo Financial Equipment LLC Series 2013-1, 0.74%, $2,000,000 par, due 3/15/2017		1,998,340
1,600,000	World Omni Auto Lease Sec Trust, 0.73%, $1,600,000 par, due 5/16/2016		1,601,568
2,000,000	World Omni Auto Receivables Trust 2012-B, 0.61%, $2,000,000 par, due 6/15/2017		2,002,540
1,400,000	World Omni Auto Receivables Trust 2013-B, 0.83%, $1,400,000 par, due 8/15/2018		1,399,552
	Total Corporate Debt Securities	$	161,326,047

	Government Bonds
1,300,000	Arizona School Facilities Board, 1.75%, $1,300,000 par, due 7/1/2019	$	1,237,704
1,385,000	Bear Stearns Commercial Mortgage Securities Trust 2006-PWR11, 5.44%, $1,385,000 par, due 3/11/2039		1,491,908
2,320,000	Bear Stearns Commercial Mortgage Securities Trust 2006-PWR12, 5.71%, $2,320,000 par, due 9/11/2038		2,535,992
1,000,000	Beaver County School District, 1.76%, $1,000,000 par, due 2/1/2018		983,880
1,200,000	Commonwealth of Massachusetts, 0.52%, $1,200,000 par, due 4/1/2016		1,187,772
1,005,000	Coos County School District No 13 North Bend, 2.01%, $1,005,000 par, due 6/15/2020		948,871
400,000	County of Baltimore MD, 3.31%, $400,000 par, due 11/1/2019		415,076
1,650,000	County of Harris TX, 1.37%, $1,650,000 par, due 10/1/2018		1,586,228
300,000	County of New Castle DE, 1%, $300,000 par, due 7/15/2016		298,656
110,000	County of Travis TX, 0.87%, $1,110,000 par, due 3/1/2016		1,105,904
1,500,000	Denver City & County School District No 1, 0.97%, $1,500,000 par, due 12/1/2016		1,481,535
3,030,000	European Investment Bank, 1.63%, $3,030,000 par, due 6/15/2017		3,077,874
1,725,000	Hashemite Kingdom of Jordan Government AID, 2.5%, $1,725,000 par, due 10/30/2020		1,689,534
135,000	Lake County Township High School District No 121 Warren, 0.85%, $135,000 par, due 3/1/2014		135,058
295,000	Lake County Township High School District No 121 Warren, 1%, $295,000 par, due 3/1/2015		295,348
1,000,000	Manhattan Beach Unified School District, 2.01%, $1,000,000 par, due 9/1/2019		964,090
1,494,672	MSN 41079 and 41084 Ltd, 1.72%, $1,494,672 par, due 7/13/2024		1,426,067
925,000	New York State Dormitory Authority, 1%, $925,000 par, due 2/15/2016		921,198
2,747,131	North Carolina State Ed Assistance Auth, 0.97%, $2,747,131 par, due 7/25/2039		2,750,400
1,000,000	North Orange County Community College District/CA, 0.96%, $1,000,000 par, due 8/1/2016		996,800
1,400,000	Overseas Private Investment Corp, $1,400,000 par, due 7/12/2014		1,415,078
2,700,000	Petroleos Mexicanos, 0.67%, $2,700,000 par, due 2/15/2024		2,713,986

1,260,000	Petroleos Mexicanos, 2%, $1,260,000 par, due 12/20/2022		1,241,264
2,175,000	Petroleos Mexicanos, 2.83%, $2,175,000 par, due 2/15/2024		2,203,297
1,841,565	Phoenix 2012 LLC, 1.61%, $1,841,565 par, due 7/3/2024		1,750,666
1,000,000	South San Antonio Independent School District/TX, 3.75%, $1,000,000 par, due 8/15/2014		1,019,610
1,250,000	State of Maryland, 1.4%, $1,250,000 par, due 8/1/2017		1,247,388
875,000	State of Michigan, 1.38%, $875,000 par, due 5/15/2016		876,111
1,000,000	State of New York, 3.75%, $1,000,000 par, due 3/1/2018		1,068,520
500,000	State of Ohio, 3.18%, $500,000 par, due 5/1/2018		520,455
855,000	State of Tennessee, 2.33%, $855,000 par, due 8/1/2017		878,393
1,200,000	State of Wisconsin, 5.05%, $1,200,000 par, due 5/1/2018		1,312,188
1,848,440	Tagua Leasing LLC, 1.58%, $1,848,440 par, due 11/16/2024		1,741,046
2,975,000	United States Small Business Administration, 3.64%, $2,975,000 par, due 9/10/2023		3,067,344
1,775,000	United States Treasury Inflation Indexed Bonds, 0.13%, $1,775,000 par, due 7/15/2022		1,726,745
10,291,000	United States Treasury Inflation Indexed Bonds, 0.13%, $10,291,000 par, due 4/15/2018		10,604,315
6,460,000	United States Treasury Note/Bond, 0.88%, $6,460,000 par, due 4/30/2017		6,440,814
4,350,000	United States Treasury Note/Bond, 1.25%, $4,350,000 par, due 10/31/2018		4,264,697
6,100,000	United States Treasury Note/Bond, 1.75%, $6,100,000 par, due 10/31/2020		5,852,218
4,000,000	United States Treasury Note/Bond, 2.38%, $4,000,000 par, due 12/31/2020		3,984,360
1,000,000	Virginia College Building Authority, 4.25%, $1,000,000 par, due 2/1/2018		1,082,590
735,000	Washington & Multnomah Counties School Dist No 48J Beaverton, 1.72%, $735,000 par, due 6/15/2019		706,203
	Total Government Bonds	$	81,247,183

	Mortgage Backed Securities
2,272,281	Citigroup Commercial Mortgage Trust 2004-C2, 4.73%, $2,272,281 par, due 10/15/2041		2,311,864
2,275,000	Citigroup Commercial Mortgage Trust 2013-GC11, 2.69%, $2,275,000 par, due 12/10/2022		2,209,002
206,030	COMM 2004-LNB2 Mortgage Trust, 4.71%, $206,030 par, due 3/10/2039		206,032
353,817	Commercial Mortgage Trust 2005-GG3, 4.57%, $353,817 par, due 8/10/2042		353,517
344,028	DBRR 2012 - EZ1 A, 0.95%, $344,028 par, due 9/25/2045		344,045
2,750,000	Fannie Mae Pool, 1.27%, $2,750,000 par, due 9/1/2017		2,752,998
1,673,414	Fannie Mae Pool, 2%, $1,673,414 par, due 11/1/2022		1,682,785
1,839,529	Fannie Mae Pool, 2%, $1,839,529 par, due 5/1/2023		1,849,831
2,018,480	Fannie Mae Pool, 2%, $2,018,480 par, due 8/1/2023		2,029,763
1,656,520	Fannie Mae Pool, 2.5%, $1,656,520 par, due 10/1/2022		1,691,208
1,928,948	Fannie Mae Pool, 2.5%, $1,928,948 par, due 8/1/2023		1,969,321
1,978,120	Fannie Mae Pool, 2.5%, $1,978,120 par, due 8/1/2022		2,019,482
1,986,625	Fannie Mae Pool, 2.5%, $1,986,625 par, due 1/1/2028		1,968,427
2,070,180	Fannie Mae Pool, 2.5%, $2,070,180 par, due 9/1/2022		2,113,508
2,132,976	Fannie Mae Pool, 2.5%, $2,132,976 par, due 11/1/2022		2,177,598
2,141,826	Fannie Mae Pool, 2.5%, $2,141,826 par, due 10/1/2022		2,186,676
2,261,093	Fannie Mae Pool, 2.5%, $2,261,093 par, due 11/1/2022		2,308,463
3,552,548	Fannie Mae Pool, 2.5%, $3,552,548 par, due 2/1/2023		3,627,080
3,845,423	Fannie Mae Pool, 2.5%, $3,845,423 par, due 6/1/2023		3,925,870
6,243,094	Fannie Mae Pool, 2.5%, $6,243,094 par, due 8/1/2022		6,373,700
6,990,802	Fannie Mae Pool, 2.5%, $6,890,802 par, due 12/1/2022		7,035,302
960,717	Fannie Mae Pool, 2.5%, $960,717 par, due 8/1/2023		980,825
969,130	Fannie Mae Pool, 2.5%, $969,130 par, due 9/1/2023		989,424
323,694	Fannie Mae Pool, 3%, $323,694 par, due 5/1/2027		330,682
886,167	Fannie Mae Pool, 3%, $886,167 par, due 10/1/2027		896,916
3,084,042	Fannie Mae Pool, 4%, $3,084,042 par, due 11/1/2025		3,287,468
3,897,175	Fannie Mae Pool, 4%, $3,897,175 par, due 6/1/2026		4,132,565
2,892,428	Fannie Mae Pool, 4.5%, $2,892,428 par, due 6/1/2018		3,078,668
985,288	Fannie Mae Pool, 4.5%, $985,288 par, due 12/1/2022		1,049,855
1,941,573	Fannie Mae Pool, 5%, $1,941,573 par, due 6/1/2023		2,090,820
2,465,604	Fannie Mae Pool, 5%, $2,465,604 par, due 3/1/2025		2,672,402
3,796,659	Fannie Mae Pool, 5%, $3,796,659 par, due 6/1/2020		4,064,475
2,216,350	Fannie Mae Pool, 5.5%, $2,216,350 par, due 9/1/2023		2,435,195
2,025,000	Federal Home Loan Mortgage Corp, 1%, $2,025,000 par, due 9/29/2017		2,001,287
2,000,000	FH 7/1 HYB 2.91 FEB, 2.91%, $2,000,000 par, due 2/1/2044		2,026,476

2,000,000	FHLMC K710 A2 Multifam, 1.88%, $2,000,000 par, due 5/25/2019		1,957,560
2,000,000	FHLMC Multifamily Structured Pass Through Certificates, 2.31%, $2,000,000 par, due 3/25/2020		1,966,680
2,175,000	FHLMC Multifamily Structured Passthrough, 2.7%, $2,175,000 par, due 5/25/2018		2,247,123
4,125,000	FHMS K712 A2, 1.87%, $4,125,000 par, due 11/25/2019		3,987,638
2,500,000	FN 7/1 HYB 2.94 FEB, 2.94%, $2,500,000 par, due 2/1/2044		2,534,720
2,000,000	FNA 2012 - M14 ASQ2, 1.11%, $2,000,000 par, due 2/25/2017		1,990,280
1,857,092	Freddie Mac Gold Pool, 2.5%, $1,857,092 par, due 4/1/2023		1,892,674
1,911,092	Freddie Mac Gold Pool, 2.5%, $1,911,092 par, due 4/1/2023		1,947,976
1,966,765	Freddie Mac Gold Pool, 2.5%, $1,966,765 par, due 1/1/2028		1,951,365
1,945,815	Freddie Mac Gold Pool, 4%, $1,945,815 par, due 7/1/2026		2,055,771
1,856,323	Freddie Mac Gold Pool, 4.5%, $1,856,323 par, due 6/1/2025		2,018,777
2,845,721	Freddie Mac Gold Pool, 5%, $2,845,721 par, due 10/1/2020		3,020,354
634,791	Freddie Mac Gold Pool, 5%, $634,791 par, due 4/1/2023		685,593
951,557	Freddie Mac Gold Pool, 5%, $951,557 par, due 2/1/2025		1,028,490
1,985,074	Freddie Mac Non Gold Pool, 2.37%, $1,985,074 par, due 10/1/2043		1,990,116
1,758,252	Freddie Mac REMICS, 4.5%, $1,758,252 par, due 7/15/2032		1,826,419
1,619,562	Freddie Mac REMICS, 4.75%, $1,619,562 par, due 6/15/2035		1,716,901
1,234,159	Freddie Mac REMICS, 5%, $1,234,159 par, due 4/15/2033		1,280,033
174,518	Freddie Mac REMICS, 5%, $174,518 par, due 6/15/2033		177,670
327,625	Ginnie Mae I pool, 5%, $327,625 par, due 10/15/2019		348,953
3,080,447	Ginnie Mae II pool, 4.12%, $3,080,447 par, due 8/1/2062		3,311,173
1,123,888	Government National Mortgage Association, 3%, $1,123,888 par, due 3/20/2038		1,156,306
1,406,710	Government National Mortgage Association, 3.5%, $1,406,710 par, due 1/20/2039		1,424,476
956,197	Government National Mortgage Association, 3.5%, $956,197 par, due 2/20/2039		986,149
1,772,608	Government National Mortgage Association, 4%, $1,772,608 par, due 9/20/2038		1,883,750
552,118	Government National Mortgage Association, 4%, $552,118 par, due 6/20/2040		566,389
583,421	Government National Mortgage Association, 4%, $583,421 par, due 12/16/2038		613,998
631,832	Government National Mortgage Association, 4%, $631,832 par, due 5/16/2035		671,992
1,891,224	Government National Mortgage Association, 4.25%, $1,891,224 par, due 10/20/2038		2,017,217
277,198	Government National Mortgage Association, 4.25%, $277,198 par, due 11/20/2034		282,504
664,946	Government National Mortgage Association, 4.25%, $664,946 par, due 5/20/2039		704,295
2,212,084	Government National Mortgage Association, 4.5%, $2,212,084 par, due 9/20/2036		2,299,227
2,402,855	Government National Mortgage Association, 4.5%, $2,402,855 par, due 4/20/2036		2,516,229
423,279	Government National Mortgage Association, 4.5%, $423,279 par, due 7/20/2038		452,291
592,560	Government National Mortgage Association, 4.5%, $592,560 par, due 4/20/2040		631,426
675,371	Government National Mortgage Association, 4.5%, $675,371 par, due 5/20/2040		708,032
1,000,000	Government National Mortgage Association, 5%, $1,000,000 par, due 5/20/2038		1,052,209
1,100,000	Government National Mortgage Association, 5.5%, $1,100,000 par, due 2/16/2037		1,194,698
904,810	Helios Leasing I LLC, 1.56%, $904,810 par, due 9/28/2024		854,131
2,000,000	Hilton USA Trust 2013-HLF, 1.17%, $2,000,000 par, due 11/5/2030		2,002,000
2,000,000	JP Morgan Chase Commercial Mortgage Securities Trust 2012-C8, 2.38%, $2,000,000 par, due 4/15/2022		1,926,680
20,000,000	JP Morgan Chase Commercial Mortgage Securities Trust 2013-LC11, 2.55%, $2,000,000 par, due 4/15/2046		1,923,580
2,297,171	LB-UBS Commercial Mortgage Trust 2005-C5, 4.95%, $2,297,171 par, due 9/15/2030		2,399,464
2,164,507	Merrill Lynch Mortgage Trust 2005-CKI1, 5.28%, $2,164,507 par, due 11/12/2037		2,296,953
1,593,711	Morgan Stanley Bank of America Merrill Lynch Trust 2012-C6, 0.66%, $1,593,711 par, due 11/15/2045		1,586,013
2,000,000	Morgan Stanley Bank of America Merrill Lynch Trust 2013-C9, 2.66%, $2,000,000 par, due 1/15/2023		1,925,520
1,330,000	SCG Trust 2013-SRP1, 1.57%, $1,330,000 par, due 11/15/2016		1,331,530
248,154	Wachovia Bank Commercial Mortgage Trust Series 2005-C21, 5.24%, $248,154 par, due 10/15/2044		263,055
	Total Mortgage Backed Securities	$	156,779,910

	Net Assets Pending Settlement		(3,290,526)

	Subtotal Stable Value	$	757,984,896

	TOTAL - INVESTMENT CONTRACTS	$	757,984,896
	ADJUSTMENT FROM FAIR VALUE TO CONTRACT VALUE		(866,725)
	TOTAL - INVESTMENT CONTRACTS AT CONTRACT VALUE	$	757,118,171

AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN
PLAN #002 EIN #13-4922641
SCHEDULE OF ASSETS (HELD AT END OF YEAR (continued))
DECEMBER 31, 2013

Shares	Identity of Issuer, Borrower, Lessor or Similar Party	Fair Value
	Cash Equivalents
16,534,243	Cash Equivalents		16,534,243
	Total Cash Equivalents	$	16,534,243

	Common / Collective Trusts
445,116	JPMCB US Real Estate Securities Fund	$	21,321,034
3,677,222	EB Daily Liquidity Non SL Aggregate Bond Index Fund		454,335,541
2,771,510	EB Daily Liquidity Non SL International Stock Index Fund		382,529,284
1,095,311	EB Daily Liquidity Non SL Small Cap Stock		218,730,345
3,433,133	EB Daily Liquidity Non SL Stock Index Fund		637,979,183
129,876	EB DL Non SL Treasury Inflation Protected Securities Fund		14,878,293
1,234,128	JPMCB Emerging Markets - Equity Focused		21,301,049
17,422	JPMCB Strategic Property Fund		37,903,552
20,014,690	JPMCB Liquidity Fund		20,014,690
	Total Common / Collective Trusts	$	1,808,992,971

	AEP Stock
6,303,223	American Electric Power Company, Inc. Common Stock $6.50 par value	$	294,612,643
	Total AEP Stock	$	294,612,643

	Corporate Stock
9,100	3M CO USD0.01	$	1,276,275
5,950	AARON'S INC CLASS'A'COM VTG USD0.5		175,055
83,692	ABBOTT LABORATORIES NPV		3,207,914
30,900	ABBVIE INC USD0.01		1,631,829
20,175	ABERCROMBIE & FITCH CO USD0.01 A		663,959
6,130	ABM INDUSTRIES INC USD0.01		176,207
6,025	ACTUANT CORP USD0.20 A		220,756
36,872	ADOBE SYSTEMS INC USD0.0001		2,207,895
10,565	AEGION CORP USD0.01		231,268
8,700	AERCAP HOLDINGS N.V. EUR0.01		333,645
6,660	AEROPOSTALE INC USD0.01		60,539
12,549	AEROPOSTALE INC USD0.01		114,070
22,900	AETNA INC NEW USD0.001		1,570,711
14,800	AFC ENTERPRISES INC USD0.01		569,800
7,200	AFFILIATED MANAGERS GROUP INC USD0.01		1,561,536
8,750	AGCO CORP USD0.01		517,913
20,600	AGCO CORP USD0.01		1,219,314
25,400	AGCO CORP USD0.01		1,503,426
3,200	AGRIUM INC COM NPV		295,136
15,000	AIR METHODS CORP USD0.06		874,950
2,600	AIR PRODUCTS & CHEMICALS INC COM STK USD1		292,474
4,500	ALBEMARLE CORP USD0.01		286,335
27,603	ALEXION PHARMACEUTICAL INC COM NPV USD0.001		3,672,855
35,527	ALLERGAN INC USD0.01		3,946,339
3,700	ALLIANCE DATA SYSTEM USD0.01		972,841
7,300	ALLIANCE DATA SYSTEM USD0.01		1,919,389
19,000	ALLSTATE CORP USD0.01		1,041,010
21,900	ALLSTATE CORP USD0.01		1,199,901
22,212	AMAZON COM INC USD0.01		8,857,923
11,375	AMC NETWORKS INC USD0.01		774,751
9,785	AMDOCS LTD COMMON STOCK USD 0.01		404,805
20,300	AMEREN CORP USD0.01		734,048
29,903	AMERICAN AIRLINES GROUP INC COMMON STOCK USD 1		755,051
12,525	AMERICAN CAPITAL AGENCY CORP USD0.01		249,749
9,555	AMERICAN CAPITAL MTG INV CORP USD0.01		173,041
21,460	AMERICAN EAGLE OUTFITTER USD0.01		309,024
31,700	AMERICAN PUBLIC EDUCATION INC USD0.01		1,377,999
13,340	AMERICAN RESIDENTIAL PPTYS INC USD0.01		228,914
33,073	AMERICAN TOWER CORPORATION		2,639,887

8,200	AMERIPRISE FINANCIAL INC USD0.01	943,410
9,800	AMERIPRISE FINANCIAL INC USD0.01	1,127,490
22,100	AMERISOURCEBERGEN CORP NPV	1,553,851
20,900	AMPHENOL CORP USD0.001 A	1,868,042
4,120	AMSURG CORP NPV	189,190
23,532	ANADARKO PETROLEUM CORP USD0.10	1,866,558
4,600	ANN INC USD0.0068	168,176
27,835	ANWORTH MORTGAGE ASSET CORP USD0.01	119,412
8,300	APACHE CORP USD0.625	713,302
12,805	APOLLO INVESTMENT CORP COM STK USD0.001	111,147
11,842	APPLE INC COMMON STOCK USD 0.00001	6,644,665
6,900	ARCHER DANIELS MIDLAND CO NPV	299,460
12,510	ARES CAPITAL CORP USD0.001	222,303
18,815	ARES COMMERCIAL REAL ESTATE CORP USD0.01	251,180
6,730	ARGO GROUP INTL HLDGS USD0.01	312,878
37,285	ARM HLDGS ADS EACH REP 3 ORD	2,040,981
90,765	ARMOUR RESIDENTIAL REIT INC USD0.0001	363,968
92,400	ARRAY BIOPHARMA INC USD0.001	462,924
77,200	ARRIS GROUP INC USD0.01	1,880,978
18,880	ARROW ELECTRONICS INC USD1	1,024,240
1,000	ARTISAN PARTNERS ASSET MGMT INC USD0.01 A	65,190
3,585	ASBURY AUTOMOTIVE GROUP INC USD0.01	192,658
18,240	ASCENA RETAIL GROUP INC USD0.05	385,958
37,400	ASCENA RETAIL GROUP INC USD0.05	791,384
10,000	ASHLAND INC USD1	970,400
7,600	ASPEN INSURANCE HLDGS USD0.15144558	313,956
15,800	ASSOCIATED ESTATES REALTY CORP COM NPV	253,590
3,360	ASSURANT INC USD0.01	223,003
7,800	ASSURANT INC USD0.01	517,686
17,300	ASSURANT INC USD0.01	1,148,201
30,600	ASSURED GUARANTY LTD USD0.01	721,854
4,963	ATLAS AIR WORLDWIDE HOLDINGS INC USD0.01	204,227
311,293	ATMEL CORP USD0.001	2,437,424
25,900	ATWOOD OCEANICS INC USD1	1,382,801
14,000	AUTOLIV INC USD1	1,285,200
2,500	AUTOZONE INC USD0.01	1,194,850
17,830	AVNET INC USD1	786,481
37,900	AVNET INC USD1	1,671,769
5,200	AXIALL CORP USD0.01	247,520
10,535	AXIS CAPITAL HLDGS USD0.0125	503,994
5,600	BALL CORP NPV	289,296
31,500	BALL CORP NPV	1,627,290
1,100	BANCFIRST CORP USD1	62,007
12,632	BBCN BANCORP INC	209,565
9,500	BED BATH AND BEYOND USD0.01	762,850
3,000	BEL FUSE INC CLASS'B'SHS USD0.1	63,930
2,815	BELDEN INC COM STK USD0.01	198,458
3,800	BELDEN INC COM STK USD0.01	267,900
24,600	BELDEN INC COM STK USD0.01	1,734,300
15,300	BEMIS CO INC USD0.10	626,688
2,100	BERKSHIRE HILLS BANCORP INC USD0.01	57,267
5,900	BIG LOTS INC USD0.01	190,511
14,548	BIOGEN IDEC INC USD0.0005	4,069,803
38,233	BIOMARIN PHARMACEUTICAL USD0.001	2,686,633
9,670	BIOMED REALTY TRUST INC USD0.01	177,638
14,000	BOEING CO/THE COMMON STOCK USD 5	1,910,860
35,472	BOEING CO/THE COMMON STOCK USD 5	4,841,573
8,500	BOOZ ALLEN HAMILTON HLDG CORP USD0.01	162,775
15,300	BP AMOCO P.L.C ADR-EACH CNV INTO 6 ORD USD0.25	743,733
4,670	BRADY CORP 'A'NON.V USD0.01	144,443
9,304	BRAVO BRIO RESTAURANT GROUP INC NPV	151,376
4,785	BRINK'S COMPANY BRINKS GROUP COM USD1	163,360
44,168	BRISTOL-MYERS SQUIBB CO USD0.10	2,363,430
4,155	BRISTOW GROUP INC USD0.01	311,874
39,420	BROCADE COMMUNICATIONS SYSTEMS INC	349,655

13,500	BROOKFIELD RESIDENTIAL PROPERTIES INC COMMON STOCK	326,565
26,498	BRUNSWICK CORP USD0.75	1,220,498
3,700	BUNGE LTD USD0.01	303,807
56,500	CA INC USD0.10	1,901,225
72,000	CABLEVISION SYSTEMS CORP NY GROUP USD0.01	1,290,960
5,020	CABOT CORP USD1	258,028
7,559	CABOT CORP USD1	388,533
3,700	CACI INTL INC CLASS A COM	270,914
122,300	CAE INC COM NPV	1,558,102
27,970	CALLAWAY GOLF CO USD0.01	235,787
77,300	CAMECO CORP COM NPV	1,612,787
10,800	CAMERON INTERNATIONAL CORP USD0.01	642,924
17,196	CANADIAN PACIFIC RAILWAYS COM NPV	2,607,734
14,600	CAPITAL ONE FINANCIAL CORP USD0.01	1,118,506
45,800	CAPSTEAD MTGE.CORP USD0.01	567,462
17,350	CAREFUSION CORP USD0.01	690,877
3,885	CARLISLE COS INC USD1	308,469
17,869	CARLISLE COS INC USD1	1,418,799
6,400	CATAHY GENERAL BANCORP COM STK USD0.01	171,072
12,200	CATAMARAN CORP NPV	579,256
30,760	CBL & ASSOCIATES PROPERTIES INC USD0.01	559,481
25,500	CBS CORP CLASS'B' COM STK USD0.001	1,628,430
20,540	CDW CORP USD0.01	479,814
49,000	CDW CORP USD0.01	1,144,640
6,300	CEC ENTERTAINMENT INC COMMON STOCK EUR 0.1	278,964
5,249	CELANESE CORP COMMON STOCK USD 0.0001	290,322
9,400	CELANESE CORP COMMON STOCK USD 0.0001	519,914
18,625	CELGENE CORP USD0.01	3,146,880
2,950	CENTENE CORP(DEL) USD0.001	173,903
28,500	CENTERPOINT ENERGY INC COM STK NPV	660,630
1,200	CF INDUSTRIES HOLDINGS INC USD0.01	279,648
12,450	CHATHAM LODGING TRUST USD0.01	255,474
14,300	CHECK POINT SOFTWARE TECHNOLOGIES ORD ILS1	922,636
10,145	CHECKPOINT SYSTEMS USD0.10	159,987
10,340	CHEMED CORP CAP USD1	792,251
6,000	CHEVRON CORP USD0.75	749,460
-	CHICAGO BRIDGE & IRON CO N.V. EUR0.01 (REG)	181
20,400	CHICAGO BRIDGE & IRON CO N.V. EUR0.01 (REG)	1,696,056
8,389	CHICOS FAS INC USD0.01	158,049
2,441	CHIPOTLE MEXICAN GRILL USD0.01	1,300,516
11,300	CHUBB CORP USD1	1,096,891
15,300	CIGNA CORP USD0.25	1,338,444
17,900	CIGNA CORP USD0.25	1,565,892
294,800	CINCINNATI BELL NC USD0.01	1,049,488
9,400	CITY NATIONAL CORP USD1	744,668
10,600	CLIFFS NATURAL RESOURCES INC COM STK USD0.125	277,826
33,800	COGNEX CORP USD0.002	1,290,484
9,700	COGNIZANT TECHNOLOGY SOLUTIONS CORP USD0.01	979,506
18,885	COLONY FINANCIAL INC USD0.01	389,786
4,910	COLUMBIA BANKING SYSTEMS INC NPV	135,074
29,200	COMCAST CORP COMMON STOCK USD 0.01	1,523,072
3,775	COMERICA INC USD5	180,105
5,482	COMMERCE BANCSHARES INC USD5	246,197
21,700	COMMUNITY HEALTH SYSTEMS INC(NEW) NPV	852,159
21,310	COMPUTER SCIENCES CORP USD1	1,195,065
16,889	COMSTOCK RESOURCES INC USD0.50	308,900
22,697	CONCHO RESOURCES INC USD0.001	2,451,276
16,100	CONNS INC USD0.01	1,268,519
10,800	CONOCOPHILLIPS USD0.01	763,020
8,015	CONTANGO OIL & GAS CO USD0.04	378,789
14,600