Edgar Filing: AMERICAN ELECTRIC POWER CO INC

aep11krsp2012.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, 2011

[ ]	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)

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		6-17

Supplemental Schedules
Schedule of Assets (Held at End of Year)		18-47
Schedule of Assets Acquired and Disposed		48
Schedule of Nonexempt Transaction		49

Exhibits
Exhibit Index		50

Consent of Independent Registered Public Accounting Firm		51

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/ Stephan T. Haynes

Stephan T. Haynes, Secretary

Date: June 26, 2012

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, 2011 and 2010, 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, 2011 and 2010, 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 as of December 31, 2011, (2) assets acquired and disposed of in 2011, and (3) nonexempt transaction, 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 2011 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 26, 2012

AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 2011 and 2010

	2011		2010
ASSETS
Investments at Fair Value:
Participant Directed Investments	$	2,949,303,441	$	2,917,981,958
Wrap Contracts		456,104		914,421
TOTAL INVESTMENTS AT FAIR VALUE		2,949,759,545		2,918,896,379

Notes Receivable from Participants		74,987,631		70,565,226

TOTAL ASSETS		3,024,747,176		2,989,461,605

Adjustment from Fair Value to Contract Value for Fully Benefit Responsive Wrap Contracts		(6,071,315)		8,599,095

NET ASSETS AVAILABLE FOR BENEFITS	$	3,018,675,861	$	2,998,060,700

See Notes to Financial Statements.

AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

For the Years Ended December 31, 2011 and 2010

	2011		2010
INVESTMENT INCOME
Net Appreciation in Fair Value of Investments	$	17,822,948	$	231,557,259
Interest		9,625,575		18,129,952
Dividends		18,442,370		18,536,936
Total Investment Income		45,890,893		268,224,147

CONTRIBUTIONS
Participant		142,067,219		142,666,064
Employer		63,376,474		60,126,040
Total Contributions		205,443,693		202,792,104
DISTRIBUTIONS TO PARTICIPANTS		(227,643,846)		(501,610,461)

ADMINISTRATIVE AND MANAGEMENT FEES
Professional Fees		(737,977)		(864,937)
Investment Advisory and Management Fees		(5,313,267)		(5,282,011)
Other Fees		(532,758)		(564,371)
Total Administrative and Management Fees		(6,584,002)		(6,711,319)

INTEREST INCOME ON NOTES RECEIVABLE FROM PARTICIPANTS		3,508,423		3,964,757

INCREASE (DECREASE) IN NET ASSETS		20,615,161		(33,340,772)

NET ASSETS AVAILABLE FOR BENEFITS BEGINNING OF YEAR		2,998,060,700		3,031,401,472

NET ASSETS AVAILABLE FOR BENEFITS END OF YEAR	$	3,018,675,861	$	2,998,060,700

See Notes to Financial Statements.

AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

For the Years Ended December 31, 2011 and 2010

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 will be automatically enrolled in the Plan with a 3% pretax deferral unless they elect to 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 2011 and 2010. The Company contributes to the Plan, on behalf of each participant, an amount equal to 100% of the participant’s 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 are deposited to 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.

Investments

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

Participant Loans

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 the Plan earnings and charged with benefit payments and allocations of Plan losses. 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 their 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, Roth 401(k) and post-2008 Company matching contributions are not eligible for withdrawal by participants until age 59-1/2, except under hardship (as defined by the Plan) or termination of employment. Pretax and Roth 401(k) contributions also are eligible for withdrawal upon hardship (as defined by the Plan).

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. 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 ordinary transaction between market participants at the measurement date.

Purchases and sales of securities have been recorded on a trade-date basis. 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 Expenses and Management Fees

Administrative and Management Fees incurred relating to JPMorgan during 2011 and 2010 totaled $2,998,142 and $3,276,565, respectively. The Plan directly pays for administrative, recordkeeping and management fees.

Distributions to Participants

Benefits are recorded when paid. There were no material amounts of distributions due to participants who requested distributions from the Plan as of December 31, 2011 and 2010.

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 hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to securities with unadjusted quoted prices in active markets for identical assets (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurements).

Management 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. Management performs its own valuation testing to verify the fair values of the securities. AEP receives audit reports of the trustee’s operating controls and valuation processes. The trustee uses multiple pricing vendors for the assets held in the trust.

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. 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 private equity 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.

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 are categorized as Level 2, if the investment 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.

JPMorgan Emerging Markets Fund securities are classified as Level 3 holdings because their valuation is based on foreign stock exchanges with limited liquidity. The majority of the holdings in the JPMorgan Emerging Markets Fund are equity securities, but traded on exchanges in emerging nations.

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.

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 the 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 the 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 Morgan Stanley Capital International 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 Morgan Stanley Capital International 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 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.

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 Morgan Stanley Capital International 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.

Alliance Bernstein International Style Blend

The objective of this fund is to exceed the performance of the MSCI EAFE Index. The underlying equity holdings of this fund are actively traded on major non-U.S. stock exchanges and have readily available market quotes.

JPMorgan Intermediate Bond Fund

The JPMorgan Intermediate Bond Fund is held by the Managed Income Fund. The objective of the fund is to exceed the performance of the Barclay’s Capital Intermediate Aggregate Index. The underlying holdings of this fund are a diversified mix of fixed income securities. Fixed income securities do not trade on an exchange and do not have an official closing price.

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 to participants 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 banking institutions at December 31, 2011 and 2010. 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 quarterly 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, such as plan termination or a plan merger initiated by the Plan Sponsor, 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, 2011 or the date these financial statements are issued. During the year ended December 31, 2011, the interest crediting rate and the average yield based on annualized earnings and interest credited to participants were 1.50% and 1.71%, respectively. During the year ended December 31, 2010 the credited rate and average yield based on annualized earnings and interest credited to participants were 1.64% and 2.26%, 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, 2011 and 2010 were as follows:

	December 31,
	2011		2010
American Electric Power Company, Inc. Common Stock	$	285,559,258	$	273,754,334
Mellon Capital Aggregate Bond Index Fund		371,262,961		334,693,511
Mellon Capital Stock Index Fund		423,823,169		414,525,878
Mellon Capital International Stock Index Fund		260,688,324		268,420,947
JPMorgan Intermediate Bond Fund		-		738,889,267

6. NET APPRECIATION OF INVESTMENTS

During 2011 and 2010, 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,
	2011		2010
American Electric Power Company, Inc. - Common Stock	$	39,332,060	$	8,111,709
Common/Collective Trusts		681,279		141,492,712
Corporate Stock		(14,985,551)		80,920,308
Fixed Income Securities		2,128,176		1,162,278
Registered Investment Companies		(9,333,016)		(129,748)
Net Appreciation in Fair Value of Investments	$	17,822,948	$	231,557,259

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.

At December 31, 2011 and 2010, the Plan held 6,912,594 and 7,608,514 shares, respectively, of common stock of American Electric Power Company, Inc., the Plan Sponsor, with a cost basis of $240,862,421 and $261,878,144, respectively. During the years ended December 31, 2011 and 2010, the Plan recorded dividend income of $13,695,209 and $13,789,065, respectively, related to its investment in that common stock.

The Plan entered into a non-exempt prohibited transaction when it issued a $21,000 loan to a participant, who, as an employee of the Company, was a party-in-interest with respect to the Plan. An exemption under ERISA 408(b)(1) requires that the loan be made in accordance with specific plan provisions, but the $21,000 loan was issued on April 9, 2008, when the participant’s highest outstanding loan balance in the preceding 12 months was approximately $32,500. In the aggregate, these two loan balances exceeded the $50,000 limit imposed under the terms of the Plan by $3,500. The Company undertook steps with the participant and appropriate government agencies to remediate the prohibited transaction, but such steps had not been completed by December 31, 2011. Because the participant is not a “disqualified person” for purposes of Section 4975 of the IRC, 5330 is not required in connection with this 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 at December 31, 2011
	Level 1		Level 2		Level 3		Total
Equities
Corporate Stock – Domestic	$	442,805,802	$	-	$	-	$	442,805,802
AEP Stock		285,559,258		-		-		285,559,258
Subtotal Equities		728,365,060		-		-		728,365,060

Fixed Income
Government Bonds		-		165,171,072		-		165,171,072
Corporate Debt Securities		-		174,701,942		-		174,701,942
Mortgage Backed Securities		-		406,542,746		-		406,542,746
Subtotal Fixed Income		-		746,415,760		-		746,415,760

Common/Collective Trusts
JPMorgan Liquidity Fund		-		142,411,611		-		142,411,611
Mellon Capital Small Cap Stock Index Fund		-		146,226,734		-		146,226,734
Mellon Capital Stock Index Fund		-		423,823,169		-		423,823,169
Mellon Capital International Stock Index Fund		-		260,688,324		-		260,688,324
JPMorgan US Real Estate Securities Fund		-		12,741,862		-		12,741,862
Mellon Capital Aggregate Bond Index Fund		-		371,262,961		-		371,262,961
Mellon Capital Treasury Inflation-Protected Securities Fund		-		8,878,231		-		8,878,231
JPMorgan Strategic Property Fund		-		-		34,096,695		34,096,695
JPMorgan Emerging Markets Fund		-		-		15,195,847		15,195,847
Subtotal Common/Collective Trusts		-		1,366,032,892		49,292,542		1,415,325,434

Registered Investment Companies		94,923,728		-		-		94,923,728
Cash Equivalents		-		21,875,447		-		21,875,447
Wrap Contracts		-		-		456,104		456,104
Accrued Items and Unsettled Trades		593,548		(58,195,536)		-		(57,601,988)

Total Assets Reflecting Investments at Fair Value	$	823,882,336	$	2,076,128,563	$	49,748,646	$	2,949,759,545

Plan Assets within the Fair Value Hierarchy at December 31, 2010
	Level 1		Level 2		Level 3		Total
Equities
Corporate Stock – Domestic	$	494,298,612	$	-	$	-	$	494,298,612
AEP Stock		273,754,334		-		-		273,754,334
Subtotal Equities		768,052,946		-		-		768,052,946

Fixed Income
Government Bonds		-		5,737,733		-		5,737,733
Corporate Debt Securities		-		11,877,637		-		11,877,637
Mortgage Backed Securities		-		15,466,473		-		15,466,473
Subtotal Fixed Income		-		33,081,843		-		33,081,843

Common/Collective Trusts
JPMorgan Liquidity Fund		-		24,945,975		-		24,945,975
Mellon Capital Small Cap Stock Index Fund		-		147,688,138		-		147,688,138
Mellon Capital Stock Index Fund		-		414,525,878		-		414,525,878
Mellon Capital International Stock Index Fund		-		268,420,947		-		268,420,947
Alliance Bernstein International Style Blend		-		63,365,492		-		63,365,492
JPMorgan US Real Estate Securities Fund		-		8,462,572		-		8,462,572
JPMorgan Intermediate Bond Fund				738,889,267				738,889,267
Mellon Capital Aggregate Bond Index Fund		-		334,693,511		-		334,693,511
Mellon Capital Treasury Inflation-Protected Securities Fund		-		7,671,177		-		7,671,177
JPMorgan Strategic Property Fund		-		-		29,191,929		29,191,929
JPMorgan Emerging Markets Fund		-		-		14,787,949		14,787,949
Subtotal Common/Collective Trusts		-		2,008,662,957		43,979,878		2,052,642,835

Registered Investment Companies		45,663,725		-		-		45,663,725
Cash Equivalents		-		18,561,465		-		18,561,465
Wrap Contracts		-		-		914,421		914,421
Accrued Items and Unsettled Trades		(7,125)		(13,731)		-		(20,856)

Total Assets Reflecting Investments at Fair Value	$	813,709,546	$	2,060,292,534	$	44,894,299	$	2,918,896,379

The following tables set forth a summary of the Plan's investments with a reported Net Asset Value at December 31, 2011 and 2010:

Fair Value Estimated Using Net Asset Value per Share as of December 31, 2011
	Fair Value		Redemption Frequency (If currently eligible)	Redemption Notice Period

JPMorgan Liquidity Fund	$	142,411,611	Daily	1 Day
Mellon Capital Small Cap Stock Index Fund		146,226,734	Daily	Trade Date + 1
Mellon Capital Stock Index Fund		423,823,169	Daily	Trade Date + 1
Mellon Capital International Stock Index Fund		260,688,324	Daily	Trade Date + 1
JPMorgan US Real Estate Securities Fund		12,741,862	Daily	1 Day
Mellon Capital Aggregate Bond Index Fund		371,262,961	Daily	Trade Date + 1
Mellon Capital Treasury Inflation-Protected Securities Fund		8,878,231	Daily	Trade Date + 1
JPMorgan Strategic Property Fund		34,096,695	Quarterly	45 Days
JPMorgan Emerging Markets Fund		15,195,847	Daily	1 Day
Total Assets	$	1,415,325,434

Fair Value Estimated Using Net Asset Value per Share as of December 31, 2010
	Fair Value		Redemption Frequency (If currently eligible)	Redemption Notice Period

JPMorgan Liquidity Fund	$	24,945,975	Daily	1 Day
Mellon Capital Small Cap Stock Index Fund		147,688,138	Daily	Trade Date + 1
Mellon Capital Stock Index Fund		414,525,878	Daily	Trade Date + 1
Mellon Capital International Stock Index Fund		268,420,947	Daily	Trade Date + 1
Alliance Bernstein International Style Blend		63,365,492	Daily	1-30 Days
JPMorgan US Real Estate Securities Fund		8,462,572	Daily	1 Day
JPMorgan Intermediate Bond Fund		738,889,267	Daily	1 Day
Mellon Capital Aggregate Bond Index Fund		334,693,511	Daily	Trade Date + 1
Mellon Capital Treasury Inflation-Protected Securities Fund		7,671,177	Daily	Trade Date + 1
JPMorgan Strategic Property Fund		29,191,929	Quarterly	45 Days
JPMorgan Emerging Markets Fund		14,787,949	Daily	1 Day
Total Assets	$	2,052,642,835

The following tables set forth a reconciliation of changes in the fair value of investments classified as Level 3 in the fair value hierarchy. The 2011 presentation has been presented to reflect the expanded disclosure requirements of Accounting Standards Update No. 2010-06, Fair Value Measurements and Disclosures.

Changes in Fair Value Measurements for the Year Ended December 31, 2011

	JPMorgan Strategic Property Fund		JPMorgan Emerging Markets Fund		Wrap Contracts		Total
Balance at Beginning of Year	$	29,191,929	$	14,787,949	$	914,421	$	44,894,299

Realized Gains		-		133,801		-		133,801
Unrealized Gains (Losses)		5,119,766		3,313,297		(458,317)		7,974,746
Purchases		(215,000)		(3,504,200)		-		(3,719,200)
Sales		-		465,000		-		465,000
Issuances		-		-		-		-
Settlements		-		-		-		-
Balance at End of Year	$	34,096,695	$	15,195,847	$	456,104	$	49,748,646

Changes in Fair Value Measurements for the Year Ended December 31, 2010

	JPMorgan Strategic Property Fund		JPMorgan Emerging Markets Fund		Wrap Contracts		Total
Balance at Beginning of Year	$	20,401,736	$	13,745,305	$	1,332,221	$	35,479,262

Realized Gains (Losses)		(663,773)		633,758		-		(30,015)
Unrealized Gains (Losses)		12,716,400		(938,904)		(417,800)		11,359,696
Purchases, Sales, Issuances, and Settlements (Net)		(3,262,434)		1,347,790		-		(1,914,644)
Balance at End of Year	$	29,191,929	$	14,787,949	$	914,421	$	44,894,299

9. RISK AND UNCERTAINITIES

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 determined that the Plan meets the requirements of Section 401(a) of the IRC and recognizes the exempt status of the Plan’s trust pursuant to Section 501(a) of the IRC.

The Plan has been amended subsequent to the issuance of the most recent IRS determination letter and the plan sponsor submitted an application to the IRS on January 30, 2012, for an updated determination letter that will take into account those additional amendments. 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 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, 2011

and 2010, 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 2008.

11. WORKFORCE REDUCTION

Distributions to plan participants were significantly lower during 2011 than during 2010 primarily because AEP implemented cost reduction initiatives in the second quarter of 2010 that reduced its workforce by 11.5%. A significant number of participants whose employment terminated during 2010 elected to withdraw their plan accounts.

In April 2012, AEP initiated a process to identify employee repositioning opportunities and efficiencies. The process will result in the redeployment of employees and involuntary severances. The process is expected to be completed by the end of 2012.

12. 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)	2011		2010
Beginning Balance per Financial Statements	$	70,565,226	$	66,455,396
Less: Loans Deemed Distributed with No Post-Default Payments		(1,474,224)		(766,983)
Balance Reported on Form 5500	$	69,091,002	$	65,688,413

	December 31,
Participant Loans – Schedule H, Part I, line 1c(8), Column (b)	2011		2010
Ending Balance per Financial Statements	$	74,987,631	$	70,565,226
Less: Assets and Activity Related to Loans Deemed Distributed with No Payments Post-Default		(1,695,638)		(1,474,224)
Balance Reported on Form 5500	$	73,291,993	$	69,091,002

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)	2011		2010
Beginning Balance per Financial Statements	$	2,998,060,700	$	3,031,401,472
Less: Adjustment from Contract Value to Fair Value		(8,599,095)		(49,132,012)
Less: Loans Deemed Distributed with No Post-Default Payments		(1,474,224)		(766,983)
Beginning Balance Reported on Form 5500	$	2,987,987,381	$	2,981,502,477

	December 31,
Net Assets – Schedule H, Part I, Line 1l, Column (b)	2011		2010
Ending Balance per Financial Statements	$	3,018,675,861	$	2,998,060,700
Less: Adjustment from Contract Value to Fair Value		6,071,315		(8,599,095)
Less: Assets and Activity Related to Loans Deemed Distributed with No Payments Post-Default		(1,695,638)		(1,474,224)
Balance Reported on Form 5500	$	3,023,051,538	$	2,987,987,381

	December 31,
Increase (Decrease) in Net Assets – Schedule H, Part II, Line 2k	2011		2010
Per Financial Statements	$	20,615,161	$	(33,340,772)
Less: Adjustment from Contract Value to Fair Value		14,670,410		40,532,917
Less: Loans Deemed Distributed		(221,414)		(707,241)
Reported on Form 5500	$	35,064,157	$	6,484,904

AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2011

	INVESTMENT CONTRACTS:
	Stable Value Wrap
	Bank of America
	variable annual yield (2.00% at December 31, 2011)
	with an indeterminate maturity date	$	227,966
	Stable Value Wrap
	ING
	variable annual yield (2.00% at December 31, 2011)
	with an indeterminate maturity date		-
	Stable Value Wrap
	IXIS
	variable annual yield (2.00% at December 31, 2011)
	with an indeterminate maturity date		-
	Stable Value Wrap
	State Street Bank
	variable annual yield (2.00% at December 31, 2011)
	with an indeterminate maturity date		228,138
	Subtotal Wrapper Contracts	$	456,104

Shares	Identity of Issuer, Borrower, Lessor or Similar Party		Fair Value
	Common / Collective Trusts
130,244,733	JPMCB Liquidity Fund	$	130,244,733
	Total Common / Collective Trusts	$	130,244,733

	Corporate Debt Securities
2,315,000	ALTRIA GROUP INC	$	2,513,157
1,230,000	AMER EXPRESS CREDIT CO		1,334,869
2,875,000	AMERICA MOVIL SAB DE CV		2,866,990
925,000	AMERICAN INTL GROUP		875,337
2,535,000	ANHEUSER-BUSCH INBEV WOR		2,733,141
415,000	AT&T INC AUG 2016		423,419
1,680,000	AT&T INC MAY 2016		1,750,790
960,000	AT&T INC NOV 2013		1,058,313
2,390,000	BANK OF AMERICA CORP MAY 2014		2,478,093
1,085,000	BANK OF AMERICA CORP MAR 2016		1,000,132
770,000	BANK OF AMERICA CORP JUL 2016		712,958
770,000	BANK OF MONTREAL		782,279
1,245,000	BANK OF NOVA SCOTIA		1,250,016
1,120,000	BARCLAYS BANK PLC		1,154,518
2,020,000	BARRICK GOLD CORP		2,073,213
495,000	BAXTER INTERNATIONAL INC		498,847
1,110,000	BHP BILLITON FIN USA LTD		1,121,240
1,270,000	BNP PARIBAS		1,191,226
2,035,000	BRITISH TELECOM PLC		2,106,929
1,830,000	BURLINGTN NORTH SANTA FE		1,913,369
2,200,000	CANADIAN IMPERIAL BANK		2,199,949
950,000	CANADIAN NATL RESOURCES		955,534
1,275,000	CANADIAN PACIFIC RR CO		1,494,969
1,515,000	CAPITAL ONE FINANCIAL CO MAY 2014		1,664,549
580,000	CAPITAL ONE FINANCIAL CO JUL 2016		582,482

1,820,000	CATERPILLAR FINANCIAL SE AUG 2016	1,868,323
740,000	CATERPILLAR FINANCIAL SE DEC 2014	740,920
3,290,000	CISCO SYSTEMS INC	3,351,661
4,320,000	CITIGROUP INC DEC 2013	4,470,159
700,000	CITIGROUP INC DEC 2015	704,478
1,870,000	CITIGROUP INC JUN 2016	1,863,554
1,115,000	COCA-COLA CO/THE	1,134,124
2,000,000	COVIDIEN INTL FINANCE SA	2,076,210
1,400,000	CR BARD INC	1,464,484
1,280,000	CREDIT SUISSE NEW YORK	1,266,962
1,340,000	CVS CAREMARK CORP	1,412,829
2,465,000	DAIMLER FINANCE NA LLC	2,684,871
1,550,000	DCP MIDSTREAM OPERATING	1,564,229
945,000	DEUTSCHE BANK AG LONDON	961,325
2,470,000	DIRECTV HOLDINGS/FING	2,546,382
915,000	DOMINION RESOURCES INC	936,437
830,000	ECOLAB INC	858,560
1,765,000	ENTERPRISE PRODUCTS OPER	1,933,852
1,175,000	EXPRESS SCRIPTS HOLDING	1,196,685
1,015,000	EXPRESS SCRIPTS HOLDING MAY 2016	1,020,626
4,530,000	GENERAL ELEC CAP CORP NOV 2015	4,550,254
760,000	GENERAL ELEC CAP CORP JAN 2014	771,377
1,205,000	GEORGIA POWER COMPANY	1,277,695
1,015,000	GILEAD SCIENCES INC	1,033,278
1,815,000	GOLDMAN SACHS GROUP INC MAY 2014	1,883,995
1,095,000	GOLDMAN SACHS GROUP INC FEB 2016	1,058,014
1,290,000	HCP INC	1,288,124
2,770,000	HEWLETT-PACKARD CO	2,789,540
985,000	HSBC FINANCE CORP JAN 2014	907,376
3,525,000	HSBC FINANCE CORP MAY 2012	3,590,724
1,550,000	IBM CORP	1,567,622
1,285,000	JOHN DEERE CAPITAL CORP	1,298,929
1,270,000	LG&E & KU ENERGY LLC	1,250,794
1,185,000	LLOYDS TSB BANK PLC	1,154,882
510,000	MATTEL INC	513,278
745,000	MCKESSON CORP	788,451
1,270,000	METLIFE INC	1,287,720
1,615,000	MORGAN STANLEY JUL 2015	1,514,469
370,000	MORGAN STANLEY JUL 2014	348,452
2,940,000	MORGAN STANLEY MAY 2014	2,968,562
985,000	NATIONWIDE HEALTH PPTYS	1,057,740
2,095,000	NBCUNIVERSAL MEDIA LLC	2,211,208
745,000	NORDSTROM INC	835,394
1,640,000	ONEOK PARTNERS LP	1,688,123
1,235,000	PHILIP MORRIS INTL INC	1,277,032
2,000,000	PLAINS ALL AMER PIPELINE SEP 2012	2,040,130
1,215,000	PLAINS ALL AMER PIPELINE SEP 2015	1,286,610
1,475,000	PNC FUNDING CORP	1,501,513
3,445,000	PRUDENTIAL FINANCIAL INC	3,705,290
780,000	RABOBANK NEDERLAND OCT 2015	764,322
1,525,000	RABOBANK NEDERLAND JAN 2014	1,517,149
735,000	RIO TINTO FIN USA LTD	748,597
1,125,000	ROGERS COMMUNICATIONS IN	1,240,461

2,765,000	ROYAL BANK OF CANADA		2,779,353
745,000	ROYAL BK OF SCOTLAND PLC		712,356
825,000	SANOFI		831,404
2,120,000	SHELL INTERNATIONAL FIN		2,272,937
2,020,000	SVENSKA HANDELSBANKEN AB		2,031,615
1,185,000	TARGET CORP		1,193,704
1,465,000	TELECOM ITALIA CAPITAL		1,359,819
1,275,000	TELEFONICA EMISIONES SAU		1,222,697
930,000	TEVA PHARMACEUT FIN BV		945,892
1,700,000	TEXAS INSTRUMENTS INC		1,721,158
1,350,000	TORONTO-DOMINION BANK		1,376,841
1,740,000	UBS AG STAMFORD CT		1,735,215
745,000	UNITEDHEALTH GROUP INC		791,238
1,000,000	VALE OVERSEAS LIMITED		1,101,601
1,000,000	VENTAS REALTY LP/CAP CRP		977,893
1,240,000	VERIZON COMMUNICATIONS APR 2016		1,298,516
1,675,000	VERIZON COMMUNICATIONS MAR 2014		1,709,599
1,570,000	VERIZON COMMUNICATIONS NOV 2016		1,574,448
1,795,000	VF CORP		1,798,075
1,355,000	WAL-MART STORES INC		1,448,228
1,165,000	WATSON PHARMACEUTICALS I		1,370,098
2,660,000	WELLS FARGO & COMPANY		2,779,695
1,595,000	WESTPAC BANKING CORP		1,662,363
2,260,000	WILLIAMS PARTNERS LP		2,372,532
360,000	WPP FINANCE 2010		357,377
490,000	XEROX CORPORATION MAR 2016		548,279
1,840,000	XEROX CORPORATION MAY 2014		2,076,221
	Total Corporate Debt Securities	$	162,559,249

	Government Bonds
145,000	TREASURY BILL MAR 2012	$	144,994
100,000	TREASURY BILL FEB 2012		99,999
9,395,000	US TREASURY N/B APR 2015		10,026,231
25,160,000	US TREASURY N/B MAY 2015		26,561,487
9,355,000	US TREASURY N/B JUN 2015		9,802,281
27,155,000	US TREASURY N/B OCT 2013		27,272,744
8,410,000	US TREASURY N/B MAY 2014		8,549,286
18,325,000	US TREASURY N/B AUG 2016		18,525,439
2,290,000	US TREASURY N/B SEP 2016		2,313,614
39,445,000	US TREASURY N/B NOV 2013		39,449,615
13,200,000	US TREASURY N/B DEC 2014		13,156,691
	Total Government Bonds	$	155,902,381

	Mortgage Backed Securities
19,300,000	FNCI 3 1/12	$	19,930,265
17,800,000	FNCI 3.5 1/12		18,612,125
12,520,000	FNCI 4 1/12		13,202,731
11,600,000	FNCI 5 1/12		12,473,625
10,000,000	FANNIE MAE		10,129,770
6,000,000	FREDDIE MAC MAY 2016		6,354,450
10,000,000	FREDDIE MAC JUL 2014		10,107,220
8,025,000	FREDDIE MAC AUG 2014		8,103,107
4,980,000	BMWOT 2011-A A3		4,972,115

3,320,000	BSCMS 2006-PW12 A4	3,703,331
1,385,000	BSCMS 2006-PW11 A4	1,535,417
5,600,000	CGCMT 2004-C2 A5	5,966,106
3,718,397	COMM 2004-LB2A A4	3,909,583
6,347,105	FG G11773	6,815,470
1,445,393	FG G13072	1,552,801
4,218,506	FG J12243	4,428,656
2,788,400	FG J12387	3,000,529
4,587,789	FG J13139	4,816,336
4,411,323	FG J13885	4,602,007
5,040,799	FG J15655	5,258,694
4,231,839	FG J15660	4,447,943
4,366,850	FN 254916	4,795,501
3,779,107	FN AH0973	3,986,853
9,981,375	FN AH1231	10,447,233
5,625,444	FN AI2067	5,888,000
4,140,889	FN AI2999	4,334,156
5,763,848	FN AI5529	6,087,905
7,356,940	FN AI6698	7,700,309
19,112,627	FN AJ1445	20,187,185
863,401	FN AJ2329	903,698
4,800,000	FHR 2682 LC	5,114,228
3,400,000	FHR 2827 TE	3,642,681
985,000	FHR 2864 LE	1,046,949
3,176,418	FHR 2992 JP	3,364,937
5,836,698	FN 709829	6,339,040
12,934,484	FN 889673	13,966,390
2,143,234	FN AB1066	2,261,053
2,434,427	FN AD0466	2,603,629
8,363,457	FN AE0126	9,033,302
4,676,440	FN AE9810	4,975,895
4,065,000	FORDO 2011-A A3	4,073,547
2,810,000	FORDO 2011-B A3	2,808,420
4,725,202	GN 763535	5,076,508
5,500,000	GMACC 2003-C1 A2	5,618,828
5,000,000	GECMC 2004-C2 A4	5,278,385
1,562,889	GNR 2009-72 LA	1,630,184
823,644	GNR 2009-69 L	875,951
1,760,946	GNR 2009-70 WG	1,812,041
3,168,282	GNR 2009-108 WG	3,334,044
6,252,936	GNR 2010-91 GA	6,607,136
3,250,084	GNR 2009-127 PL	3,464,980
1,067,337	GNR 2010-45 YQ	1,106,001
1,184,832	GNR 2010-32 AK	1,256,177
1,430,000	GCCFC 2003-C2 A4	1,495,877
3,675,000	GCCFC 2005-GG3 A3	3,715,598
1,715,000	HDMOT 2011-1 A2A	1,712,297
5,390,000	HAROT 2011-3 A3	5,390,640
4,525,000	HART 2011-C A3	4,512,632
8,310,000	LBUBS 2005-C5 A4	9,071,553
5,240,000	LBUBS 2003-C5 A4	5,444,821
2,765,000	MBART 2011-1 A3	2,767,154
8,884,000	MLMT 2005-CKI1 A6	9,837,635
1,750,000	NALT 2011-A A2A	1,747,819
2,035,000	NALT 2011-A A2B	2,035,625
5,570,000	NAROT 2011-B A2	5,571,213

7,190,000	TAOT 2011-B A3		7,156,792
3,435,000	VWALT 2011-A A2		3,435,037
3,015,000	WBCMT 2005-C21 A4		3,304,714
4,000,000	WBCMT 2005-C17 A4		4,337,472
4,000,000	WBCMT 2005-C18 A4		4,346,756
730,000	WBCMT 2006-C25 A5		809,944
	Total Mortgage Backed Securities	$	390,237,006

	Net Assets Pending Settlement	$	(61,388,396)

	Subtotal Stable Value	$	777,554,973

	TOTAL - INVESTMENT CONTRACTS		778,011,077
	ADJUSTMENT FROM FAIR VALUE TO CONTRACT VALUE		(6,071,315)
	TOTAL - INVESTMENT CONTRACTS AT CONTRACT VALUE	$	771,939,762

AMERICAN ELECTRIC POWER SYSTEM RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR (continued))
DECEMBER 31, 2011

Shares	Identity of Issuer, Borrower, Lessor or Similar Party		Fair Value
	Cash Equivalents
21,875,447	Cash	$	21,875,447
	Total Cash Equivalents	$	21,875,447

	Common / Collective Trusts
318,626	JPMCB US Real Estate Securities Fund		12,741,862
3,063,327	EB Daily Liquidity Non SL Aggregate Bond Index Fund		371,262,961
2,748,514	EB Daily Liquidity Non SL International Stock Index Fund		260,688,324
1,182,911	EB Daily Liquidity Non SL Small Cap Stock		146,226,734
3,503,018	EB Daily Liquidity Non SL Stock Index Fund		423,823,169
75,580	EB DL Non SL Treasury Inflation Protected Securities Fund		8,878,231
999,069	JPMCB Emerging Markets - Equity Focused		15,195,847
20,364	JPMCB Strategic Property Fund		34,096,695
12,166,878	JPMCB Liquidity Fund		12,166,878
	Total Common / Collective Trusts	$	1,285,080,701

	AEP Stock
6,912,594	American Electric Power Company, Inc. Common Stock $6.50 par value	$	285,559,258
	Total AEP Stock	$	285,559,258

	Corporate Stock
6,400	3M CO COM STK USD0.01	$	523,072
5,950	AARON'S INC CLASS'A'COM VTG USD0.5		158,835
27,500	ABB LTD ADR EACH REPR I CHF2.50(SPON)		517,825
15,500	ABBOTT LABS COM NPV		871,565
7,805	ABM INDUSTRIES INC COM STK USD0.01		160,939
23,700	ACCENTURE PLC CLS'A'USD0.0000225		1,261,551
8,700	ACE LIMITED CHF30.57		610,044
11,775	ACTUANT CORP CLS'A' COM STK USD0.20		267,175
8,200	ADVANCE AUTO PARTS INC COM STK USD0.0001		571,458
19,900	ADVANCE AUTO PARTS INC COM STK USD0.0001		1,386,747
18,045	AEGION CORP USD0.01		276,810
7,070	AEROPOSTALE INC COM STK USD0.01		107,818
20,800	AETNA INC NEW COM STK USD0.001		877,552
6,000	AFC ENTERPRISES INC USD0.01		88,200
3,270	AFFILIATED MANAGERS GROUP INC COM STK USD0.01		313,757
40,600	AFLAC INC COM STK USD0.10		1,756,356
50,373	AGILENT TECHNOLOGIES INC COM STK USD0.01		1,759,529
31,000	AGILENT TECHNOLOGIES INC COM STK USD0.01		1,082,830
10,100	AGRIUM INC COM NPV		680,084
4,400	AIR METHODS CORP COM STK USD0.06		371,580
3,000	AIR PRODUCTS & CHEMICALS INC COM STK USD1		257,310
28,800	ALCOA INC COM STK USD1		249,120
800	ALEXANDRIA REAL ESTATE EQUITIES INC COM STK		55,568
9,698	ALEXION PHARMACEUTICAL INC COM NPV USD0.001		693,407
4,490	ALLEGHENY TECHNOLOGIES INC COM STK USD0.10		214,622
31,352	ALLERGAN INC COM STK USD0.01		2,750,824
12,000	ALLIANCE DATA SYSTEM COM STK USD0.01		1,246,080
12,100	ALLIANCE DATA SYSTEM COM STK USD0.01		1,256,464
52,600	ALLSCRIPTS HEALTHCARE SOLUTIONS INC COM STK		996,244
30,400	ALLSTATE CORP COM STK USD0.01		839,648
38,000	ALPHA NATURAL RESOURCES COM STK USD0.01		776,340
37,313	ALTERA CORP COM STK USD0.001		1,384,312
10,800	ALTERA CORP COM STK USD0.001		400,680
9,230	ALTERRA CAPITAL HLDGS LTD USD0.01		218,105
6,000	ALTERRA CAPITAL HLDGS LTD USD0.01		141,780
31,954	AMAZON COM INC COM STK USD0.01		5,531,237
12,575	AMC NETWORKS INC USD0.01		472,569
18,300	AMEREN CORP COM STK USD0.01		606,279
22,785	AMERICAN EAGLE OUTFITTER COM STK USD0.01		350,889

35,528	AMERICAN EXPRESS CO COM USD0.20	1,675,856
10,457	AMERICAN GREETINGS CORP COM STK CLASS'A'USD1	132,386
43,359	AMERICAN TOWER CORP CLASS'A' COM USD0.01	2,601,974
12,500	AMERIPRISE FINANCIAL INC COM STK USD0.01	620,500
36,400	AMERIPRISE FINANCIAL INC COM STK USD0.01	1,806,896
22,400	AMERISOURCEBERGEN CORP COM STK NPV	833,056
14,400	AMGEN INC COM STK USD0.0001	924,624
30,900	AMPHENOL CORP CLASS'A'COM STK USD0.001	1,402,962
4,380	AMSURG CORP COM STK NPV	114,055
21,613	ANADARKO PETROLEUM CORP COM STK USD0.10	1,649,720
26,200	ANN INC USD0.0068	649,236
29,550	ANWORTH MORTGAGE ASSET CORP COM STK USD0.01	191,780
13,595	APOLLO INVESTMENT CORP COM STK USD0.001	91,358
21,098	APPLE INC COM STK NPV	8,544,690
3,300	APPLE INC COM STK NPV	1,336,500
12,367	APTARGROUP INC COM STK USD0.01	645,186
8,700	ARCHER DANIELS MIDLAND CO COM STK NPV	248,820
27,995	ARES CAPITAL CORP COM STK USD0.001	432,523
6,119	ARGO GROUP INTL HLDGS COM STK USD0.01	177,206
15,859	ARM HLDGS ADS EACH REP 3 ORD	438,819
57,700	ARRIS GROUP INC COM STK USD0.01	624,314
31,100	ARROW ELECTRONICS INC COM STK USD1	1,163,451
24,135	ARROW ELECTRONICS INC COM STK USD1	902,890
16,160	ASBURY AUTOMOTIVE GROUP INC COM STK USD0.01	348,410
15,355	ASCENA RETAIL GROUP INC USD0.05	456,351
3,275	ASHLAND INC COM STK USD1	187,199
32,500	ASML HOLDING NV EUR0.09(NY REG)	1,358,175
7,600	ASPEN INSURANCE HLDGS COM STK USD0.15144558	201,400
15,000	ASSURANT INC COM STK USD0.01	615,900
4,460	ASSURANT INC COM STK USD0.01	183,128
4,100	ASSURANT INC COM STK USD0.01	168,346
88,800	ASSURED GUARANTY LTD COM STK USD0.01	1,166,832
18,800	ASTRAZENECA PLC ADR EACH REP 1 ORD USD0.25(MGT)	870,252
35,951	ATMEL CORP COM STK USD0.001	291,203
228,593	ATMEL CORP COM STK USD0.001	1,851,603
24,800	ATWOOD OCEANICS INC COM STK USD1	986,792
10,000	AUTOLIV INC COM STK USD1	534,900
2,055	AUTOLIV INC COM STK USD1	109,922
1,800	AUTOZONE INC COM STK USD0.01	584,946
47,133	AVAGO TECHNOLOGIES LTD NPV	1,360,258
18,900	AVERY DENNISON CORP COM STK USD1	542,052
41,700	AVNET INC COM STK USD1	1,296,453
18,925	AVNET INC COM STK USD1	588,378
6,730	AXIS CAPITAL HLDGS COM STK USD0.0125	216,706
20,481	BAIDU INC ADR EACH REPR 0.10 SHARE A	2,385,422
12,153	BAKER HUGHES INC COM STK USD1	591,122
7,100	BALL CORP COM STK NPV	253,541
13,700	BALL CORP COM STK NPV	489,227
15,817	BANK OF HAWAII CORP COM STK USD2	703,698
30,956	BAYERISCHE MOTOREN WERKE AG ADR EACH REPR 0.333	688,152
12,632	BBCN BANCORP INC	119,372
19,700	BE AEROSPACE INC COM STK USD0.01	762,587
9,760	BEACON ROOFING SUPPLY INC COM STK USD0.01 CLS'A'	197,445
25,606	BED BATH AND BEYOND COM STK USD0.01	1,484,380
9,200	BED BATH AND BEYOND COM STK USD0.01	533,324
3,000	BEL FUSE INC CLASS'B'SHS USD0.1	56,250
31,200	BELDEN INC COM STK USD0.01	1,040,056
6,455	BELDEN INC COM STK USD0.01	215,145
5,100	BELDEN INC COM STK USD0.01	169,983
61,800	BELO CORP CLASS'A'COM STK USD1.67	389,340
19,500	BEMIS CO INC COM STK USD0.10	586,560
3,200	BERRY PETROLEUM CORP CLASS'A'COM STK USD0.01	134,464
11,800	BILL BARRETT CORP COM NPV	402,026
9,500	BIOMED REALTY TRUST INC COM STK USD0.01	173,660
6,000	BLACK BOX CORP COM STK USD0.001	168,660

15,900	BMC SOFTWARE INC COM STK USD0.01	521,202
17,656	BOEING CO COM STK USD5	1,295,068
25,123	BORG-WARNER INC COM STK USD0.01	1,601,340
17,900	BP AMOCO P.L.C ADR-EACH CNV INTO 6 ORD USD0.25	765,046
8,900	BRADY CORP 'A'NON.V USD0.01	280,973
20,100	BRINK'S COMPANY BRINKS GROUP COM USD1	540,288
9,610	BRINK'S COMPANY BRINKS GROUP COM USD1	258,317
48,911	BRISTOL-MYERS SQUIBB CO COM STK USD0.10	1,723,624
24,400	BRISTOL-MYERS SQUIBB CO COM STK USD0.10	859,856
5,615	BRISTOW GROUP INC COM STK USD0.01	266,095
43,840	BROADCOM CORP CLASS'A'COM STK USD0.0001	1,287,142
15,600	BROOKFIELD RESIDENTIAL PPTYS INC USD0.01	121,836
47,300	BROOKS AUTOMATION INC	485,771
37,900	BRUNSWICK CORP COM STK USD0.75	684,474
36,950	BUCKLE COM STK USD0.05	1,510,147
4,400	BUNGE LTD COM STK USD0.01	251,680
36,424	BURBERRY GROUP SPON ADR EACH REP 2 ORD	1,356,579
61,900	CA INC COM STK USD0.10	1,251,309
50,500	CABLEVISION SYSTEMS CORP NY GROUP COM STK USD0.01	718,110
6,959	CABOT CORP COM STK USD1	223,662
3,400	CACI INTL INC CLASS A COM	190,128
91,600	CAE INC COM NPV	888,520
13,565	CALLAWAY GOLF CO COM STK USD0.01	75,014
9,700	CAMBREX CORP COM STK USD0.10	69,646
60,800	CAMECO CORP COM NPV	1,103,404
22,200	CAMERON INTERNATIONAL CORP COM STK USD0.01	1,092,018
6,619	CAMPUS CREST COMMUNITIES INC USD0.01	67,646
14,100	CAPITAL ONE FINANCIAL CORP COM STK USD0.01	596,289
11,430	CAPSTEAD MTGE.CORP COM STK USD0.01	147,104
15,600	CAPSTEAD MTGE.CORP COM STK USD0.01	200,772
20,400	CARDINAL HEALTH INC COM STK NPV	832,830
19,300	CARLISLE COS INC COM STK USD1	854,990
23,700	CARLISLE COS INC COM STK USD1	1,049,910
2,700	CASCADE CORP COM STK USD0.50	128,034
6,400	CATAHY GENERAL BANCORP COM STK USD0.01	95,552
4,850	CATO CORP CLASS'A'COM STK USD0.03 1/3	118,486
22,200	CBS CORP CLASS'B' COM STK USD0.001	605,524
6,300	CEC ENTERTAINMENT COM STK USD0.10	218,421
5,649	CELANESE CORP COM STK USD0.0001 CLS'A'	250,081
23,000	CELANESE CORP COM STK USD0.0001 CLS'A'	1,018,210
42,510	CELGENE CORP COM STK USD0.01	2,873,676
6,310	CENTENE CORP(DEL) COM STK USD0.001	249,813
1,800	CF INDUSTRIES HOLDINGS INC COM STK USD0.01	260,964
9,376	CH ROBINSON WORLDWIDE INC COM STK USD0.10	657,351
29,740	CHARMING SHOPPES INC COM STK USD0.10	145,726
5,385	CHATHAM LODGING TRUST USD0.01	58,993
8,553	CHECKPOINT SYSTEMS COM STK USD0.10	93,570
7,300	CHEVRON CORP COM STK USD0.75	776,720
12,608	CHICAGO BRIDGE & IRON CO N.V. EUR0.01 (REG)	476,582
22,600	CHICOS FAS INC COM STK USD0.01	251,764
12,600	CHICOS FAS INC COM STK USD0.01	140,364
2,900	CHILDRENS PLACE RETAIL STORE INC COM STK USD0.10	154,048
6,625	CHILDRENS PLACE RETAIL STORE INC COM STK USD0.10	351,920
6,154	CHIPOTLE MEXICAN GRILL COM STK USD0.01	2,078,452
9,000	CHUBB CORP COM STK USD1	626,490
2,758	CIBER INC COM STK USD0.01	10,646
20,500	CIGNA CORP COM STK USD0.25	861,000
324,500	CINCINNATI BELL NC USD0.01	983,235
4,100	CLIFFS NATURAL RESOURCES INC COM STK USD0.125	255,635
12,700	CLIFFS NATURAL RESOURCES INC COM STK USD0.125	791,845
24,559	COACH INC COM STK USD0.01	1,504,607
3,300	COACH INC COM STK USD0.01	202,265
19,000	COGNEX CORP COM STK USD0.002	680,010
15,700	COINSTAR INC COM STK USD0.001	716,548
4,565	COLONY FINANCIAL INC USD0.01	73,268

396	COLONY FINANCIAL INC USD0.01	6,356
5,210	COLUMBIA BANKING SYSTEMS INC COM STK NPV	100,397
6,390	COMERICA INC COM STK USD5	165,501
1,735	COMMERCE BANCSHARES INC COM STK USD5	66,138
31,510	COMPUTER SCIENCES CORP COM STK USD1	753,089
11,589	COMSTOCK RESOURCES INC COM STK USD0.50	177,312
15,857	COMTECH TELECOMMUNICATIONS COM STK USD0.10	453,827
10,900	CONOCOPHILLIPS COM STK USD1.25	794,283
48,600	CONVERGYS CORP COM STK NPV	620,622
5,100	CORN PRODUCTS INTERNATIONAL INC COM STK USD0.01	269,229
29,812	COSTCO WHOLESALE CORP COM STK USD0.005	2,483,936
5,902	COVANCE INC COM STK USD0.01	269,839
11,145	COVANTA HOLDING CORP	153,411
2,769	CRA INTERNATIONAL INC COM	54,937
5,400	CUMMINS INC COM STK USD2.50	475,308
10,000	CUMMINS INC COM STK USD2.50	880,200
24,300	CUMMINS INC COM STK USD2.50	2,138,886
8,405	CURTISS-WRIGHT CORP COM STK USD1	296,949
12,111	CVB FINANCIAL NPV	121,473
48,460	CYS INVESTMENTS INC USD0.01	636,764
11,466	CYS INVESTMENTS INC USD0.01	150,663
29,600	DANA HOLDING CORP USD0.01	359,640
9,600	DARDEN RESTAURANTS INC COM STK NPV	437,568
2,455	DAVITA INC COM STK USD0.001	186,114
6,300	DECKERS OUTDOOR CORP COM STK USD0.01	476,091
8,200	DECKERS OUTDOOR CORP COM STK USD0.01	619,674
83,600	DELL INC COM STK USD0.01	1,223,068
5,000	DELPHI FINANCIAL GROUP INC CLASS'A'COM STK USD0.01	221,500
13,600	DIANA SHIPPING INC COM STK USD0.01	101,728
15,400	DIEBOLD INC COM STK USD1.25	463,078
5,060	DIEBOLD INC COM STK USD1.25	152,154
13,500	DIRECTV USD0.01	577,260
24,600	DISCOVER FINANCIAL SERVICES COM STK USD0.01	592,860
49,150	DISCOVERY COMMUNICATIONS INC CLS 'C' USD0.01	1,852,955
32,870	DOLE FOOD CO INC USD0.001	284,326
6,800	DOLLAR TREE INC COM STK USD0.01	565,148
33,800	DONNELLEY(R.R.)& SONS CO COM STK USD1.25	487,734
48,036	DONNELLEY(R.R.)& SONS CO COM STK USD1.25	693,159
13,000	DOVER CORP COM STK USD1	754,650
10,700	DOVER CORP COM STK USD1	621,135
9,300	DOW CHEMICAL CO COM STK USD2.50	269,793
20,677	DU PONT(E.I.)DE NEMOURS & CO COM STK USD0.30	946,593
5,500	DU PONT(E.I.)DE NEMOURS & CO COM STK USD0.30	251,790
69,379	DUKE REALTY CORP COM STK USD0.01	836,017
10,998	DUNKIN BRANDS GROUP INC USD0.001	274,730
19,735	EARTHLINK INC COM STK USD0.01	127,093
6,440	EAST WEST BANCORP INC USD0.001	127,190
7,000	EASTMAN CHEMICAL CO COM STK USD0.01	275,240
11,200	EATON CORP COM USD0.50	487,536
13,300	EBIX. COM INC USD0.10	293,930
14,800	EDISON INTERNATIONAL COM STK NPV	617,530
9,700	EL PASO ELECTRIC CO COM STK NPV	336,008
8,885	ELECTRONICS FOR IMAGING INC COM STK USD0.01	126,611
137,394	EMC CORP COM STK USD0.01	2,959,467
39,800	ENCANA CORP COM NPV	737,494
7,300	ENDURANCE SPECIALTY HLDGS LTD USD1	279,225
4,900	ENERGEN CORP COM STK USD0.01	245,000
19,560	ENERSYS COM USD0.01	507,973
11,604	ENERSYS COM USD0.01	301,356
19,000	ENI ADR EACH REP 2 ORD (MGT)	784,130
4,633	ENSIGN GROUP INC COM NPV	113,786
500	ENSTAR GROUP LIMITED SHS	49,100
8,000	ENTERGY CORP COM STK USD0.01	584,400
8,100	ENTERTAINMENT PROPERTY TRUST SHS OF BENEFICIAL INT	359,721
11,815	EQUIFAX INC COM STK USD1.25	457,713

1,416	EQUITY LIFESTYLE PROPERTIES INC COM STK USD0.01	94,964
20,775	ESTEE LAUDER COMPANIES INC USD0.01 A	2,333,448
9,500	ESTERLINE TECHNOLOGIES CORP COM STK USD0.20	531,715
17,460	EXIDE TECHNOLOGIES COM STK USD0.01	45,920
13,764	EXPEDITORS INTERN OF WASHINGTON INC COM STK	563,773
38,600	EXPRESS INC USD0.01	769,684
6,290	EXPRESS INC USD0.01	125,423
45,783	EXPRESS SCRIPTS INC COM STK USD0.01	2,046,042
9,100	EXXON MOBIL CORP COM STK NPV	771,316
8,300	F5 NETWORK INC COM STK USD0.01	880,796
13,815	FEDERATED INVESTORS INC COM STK CLASS'B'USD0.01	209,297
28,035	FIDELITY NATIONAL FINANCIAL INC CLASS 'A' COM STK	446,598
19,440	FIFTH STREET FINANCE CORP USD0.01	186,041
49,600	FIFTH THIRD BANCORP COM STK NPV	634,880
39,800	FINISAR CORP USD0.001	666,451
10,240	FINISH LINE INC CLASS'A'COM STK USD0.01	197,478
24,250	FIRST AMERICAN FINANCIAL CORP USD0.00001	308,703
1,110	FIRST CITIZENS BANCSHARES INC NRTH CLASS'A'SHS	194,572
19,619	FIRST MIDWEST BANCORP COM STK USD0.01	198,937
32,200	FIRST NIAGARA FINANCIAL GROUP INC COM	277,886
13,000	FIRSTENERGY CORP COM STK USD0.10	575,900
48,475	FLEXTRONICS INTERNATIONAL ORD USD0.01	274,369
11,700	FLOWSERVE CORP COM STK USD1.25	1,165,788
10,300	FLUOR CORP(NEW) COM STK USD0.01	518,763
24,520	FLUSHING FINANCIAL CORP COM STK USD0.01	309,688
5,900	FLUSHING FINANCIAL CORP COM STK USD0.01	74,517
12,952	FNB CORP PA COM STK USD0.01	146,487
24,400	FOOT LOCKER INC COM STK USD0.01	581,696
5,405	FOOT LOCKER INC COM STK USD0.01	128,855
7,948	FOOT LOCKER INC COM STK USD0.01	189,480
4,900	FOSSIL INC COM STK USD0.01	388,864
37,600	FOSTER WHEELER AG CHF3	719,664
6,000	FRANKLIN RESOURCES INC COM STK USD0.10	576,360
9,030	FRESH DEL MONTE PRODUCE NV COM STK USD0.01	225,840
10,165	FTI CONSULTING INC COM STK USD0.01	431,199
7,500	FULLER(H.B.)CO COM STK USD1	173,325
18,100	FULTON FINANCIAL CORP COM STK USD2.50	178,647
4,040	G & K SERVICES INC CLASS'A'COM STK USD0.50	117,604
1,500	G & K SERVICES INC CLASS'A'COM STK USD0.50	43,665
9,230	GAMESTOP CORPORATION NEW CLASS 'A' COM USD0.001	222,720
67,900	GANNETT CO INC COM STK USD1	913,255
8,265	GENERAC HLDGS USD0.01	231,668
17,719	GENERAL CABLE CORP COM STK USD0.01	443,152
17,740	GENWORTH FINANCIAL INC COM STK USD0.001	116,197
7,340	GEO GROUP INC COM USD0.01	122,945
21,100	GILEAD SCIENCES INC COM STK USD0.001	863,623
28,100	GLOBAL PAYMENTS INC COM STK USD0.001	1,331,378
3,045	GLOBAL PAYMENTS INC COM STK USD0.001	144,272
4,300	GLOBAL PAYMENTS INC COM STK USD0.001	203,734
35,330	GLOBE SPECIALTY METALS INC USD0.0001	473,069
16,161	GOLDMAN SACHS GROUP INC COM STK USD0.01	1,461,439
6,600	GOLDMAN SACHS GROUP INC COM STK USD0.01	596,838
22,100	GOODRICH CORP COM STK USD5	2,740,179
5,700	GOODRICH PETROLEUM CORPORATION COM STK USD0.20	78,261
6,863	GOOGLE INC COM STK USD0.001 CLS'A'	4,432,812
4,400	GRACO INC COM STK USD1	179,916
50,800	GRAND CANYON EDUCATION INC USD0.01	810,768
2,775	GRANITE CONSTRUCTION COM STK USD0.01	66,184
56,105	GRAPHIC PACKAGING HLDG CO USD0.01	239,007
2,261	GREATBATCH INC COM STK USD0.001	49,968
4,500	GREEN MOUNTAIN COFFEE ROASTERS INC COM STK USD0.10	201,825
12,711	GRIFFON CORP COM STK USD0.25	116,051
3,925	GROUP 1 AUTOMOTIVE INC COM STK NPV	203,315
36,000	GUESS INC COM STK USD0.01	1,080,720
1,400	HANCOCK HOLDING CO COM STK USD3.33	44,758

13,215

HANGER ORTHOPEDIC USD0.01