| Issuer: | Southwestern Electric Power Company |
| Expected Ratings*: | Baa2 by Moody’s Investors Service, Inc. BBB by Standard & Poor’s Ratings Services |
| Designation: | Senior Notes, Series J, due 2045 |
| Principal Amount: | $400,000,000 |
| Maturity: | April 1, 2045 |
| Coupon: | 3.90% |
| Interest Payment Dates: | April 1 and October 1 |
| First Interest Payment Date: | October 1, 2015 |
| Treasury Benchmark: | 3.00% due November 15, 2044 |
| Treasury Yield: | 2.501% |
| Reoffer Spread: | T+ 145 basis points |
| Yield to Maturity: | 3.951% |
| Price to Public: | 99.108% of the principal amount thereof |
| Transaction Date: | March 23, 2015 |
| Settlement Date: | March 26, 2015 (T+3) |
| Redemption Terms: | |
| Make-whole call: | Prior to October 1, 2044 at a discount rate of the Treasury Rate plus 25 basis points |
| Par call: | On or after October 1, 2044 at par |
| Minimum Denomination: | $1,000 and integral multiples in excess thereof |
| CUSIP/ISIN: | 845437BN1/US845437BN11 |
| Joint Book-Running Managers: | Mizuho Securities USA Inc. UBS Securities LLC Citigroup Global Markets Inc. Scotia Capital (USA) Inc. |
| Co-Managers: | BBVA Securities Inc. SMBC Nikko Securities America, Inc. The Huntington Investment Company |
