Item 16. FORM 10-K SUMMARY
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Item 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| American Electric Power Company, Inc. | ||
| By: | /s/ Brian X. Tierney | |
| (Brian X. Tierney, Executive Vice President | ||
| and Chief Financial Officer) |
Date: February 20, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | |||
| (i) | Principal Executive Officer: | ||||
| /s/ Nicholas K. Akins | Chairman of the Board, Chief Executive Officer and Director | February 20, 2020 | |||
| (Nicholas K. Akins) | |||||
| (ii) | Principal Financial Officer: | ||||
| /s/ Brian X. Tierney | Executive Vice President and Chief Financial Officer | February 20, 2020 | |||
| (Brian X. Tierney) | |||||
| (iii) | Principal Accounting Officer: | ||||
| /s/ Joseph M. Buonaiuto | Senior Vice President, Controller and Chief Accounting Officer | February 20, 2020 | |||
| (Joseph M. Buonaiuto) | |||||
| (iv) | A Majority of the Directors: | ||||
| *Nicholas K. Akins | |||||
| *David J. Anderson | |||||
| *J. Barnie Beasley, Jr. | |||||
| *Ralph D. Crosby, Jr. | |||||
| *Art A. Garcia | |||||
| *Linda A. Goodspeed | |||||
| *Thomas E. Hoaglin | |||||
| *Sandra Beach Lin | |||||
| *Margaret M. McCarthy | |||||
| *Richard C. Notebaert | |||||
| *Lionel L. Nowell, III | |||||
| *Stephen S. Rasmussen | |||||
| *Oliver G. Richard, III | |||||
| *Sara Martinez Tucker | |||||
| *By: | /s/ Brian X. Tierney | February 20, 2020 | |||
| (Brian X. Tierney, Attorney-in-Fact) |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
| AEP Texas Inc. | ||
| Appalachian Power Company | ||
| Ohio Power Company | ||
| Public Service Company of Oklahoma | ||
| Southwestern Electric Power Company | ||
| By: | /s/ Brian X. Tierney | |
| (Brian X. Tierney, Vice President and Chief Financial Officer) |
Date: February 20, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
| Signature | Title | Date | |||
| (i) | Principal Executive Officer: | ||||
| /s/ Nicholas K. Akins | Chairman of the Board, Chief Executive Officer and Director | February 20, 2020 | |||
| (Nicholas K. Akins) | |||||
| (ii) | Principal Financial Officer: | ||||
| /s/ Brian X. Tierney | Vice President, Chief Financial Officer and Director | February 20, 2020 | |||
| (Brian X. Tierney) | |||||
| (iii) | Principal Accounting Officer: | ||||
| /s/ Joseph M. Buonaiuto | Controller and Chief Accounting Officer | February 20, 2020 | |||
| (Joseph M. Buonaiuto) | |||||
| (iv) | A Majority of the Directors: | ||||
| *Nicholas K. Akins | |||||
| *Lisa M. Barton | |||||
| *Paul Chodak III | |||||
| *David M. Feinberg | |||||
| *Lana L. Hillebrand | |||||
| *Mark C. McCullough | |||||
| *Charles R. Patton | |||||
| Brian X. Tierney | |||||
| *By: | /s/ Brian X. Tierney | February 20, 2020 | |||
| (Brian X. Tierney, Attorney-in-Fact) |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
| Indiana Michigan Power Company | ||
| By: | /s/ Brian X. Tierney | |
| (Brian X. Tierney, Vice President | ||
| and Chief Financial Officer) |
Date: February 20, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
| Signature | Title | Date | |||
| (i) | Principal Executive Officer: | ||||
| /s/ Nicholas K. Akins | Chairman of the Board, Chief Executive Officer and Director | February 20, 2020 | |||
| (Nicholas K. Akins) | |||||
| (ii) | Principal Financial Officer: | ||||
| /s/ Brian X. Tierney | Vice President, Chief Financial Officer and Director | February 20, 2020 | |||
| (Brian X. Tierney) | |||||
| (iii) | Principal Accounting Officer: | ||||
| /s/ Joseph M. Buonaiuto | Controller and Chief Accounting Officer | February 20, 2020 | |||
| (Joseph M. Buonaiuto) | |||||
| (iv) | A Majority of the Directors: | ||||
| *Nicholas K. Akins | |||||
| *Lisa M. Barton | |||||
| *Nicholas M. Elkins | |||||
| *Thomas A. Kratt | |||||
| *Marc E. Lewis | |||||
| *David A. Lucas | |||||
| *Mark C. McCullough | |||||
| *Carla E. Simpson | |||||
| *Toby L. Thomas | |||||
| Brian X. Tierney | |||||
| *By: | /s/ Brian X. Tierney | February 20, 2020 | |||
| (Brian X. Tierney, Attorney-in-Fact) |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
| AEP Transmission Company, LLC | ||
| By: | /s/ Brian X. Tierney | |
| (Brian X. Tierney, Vice President, | ||
| Chief Financial Officer, and Manager) |
Date: February 20, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
| Signature | Title | Date | |||
| (i) | Principal Executive Officer: | ||||
| /s/ Nicholas K. Akins | Chairman of the Board, Chief Executive Officer and Manager | February 20, 2020 | |||
| (Nicholas K. Akins) | |||||
| (ii) | Principal Financial Officer: | ||||
| /s/ Brian X. Tierney | Vice President, Chief Financial Officer and Manager | February 20, 2020 | |||
| (Brian X. Tierney) | |||||
| (iii) | Principal Accounting Officer: | ||||
| /s/ Joseph M. Buonaiuto | Controller and Chief Accounting Officer | February 20, 2020 | |||
| (Joseph M. Buonaiuto) | |||||
| (iv) | A Majority of the Managers: | ||||
| *Nicholas K. Akins | |||||
| *David M. Feinberg | |||||
| *Mark C. McCullough | |||||
| *A. Wade Smith | |||||
| Brian X. Tierney | |||||
| *By: | /s/ Brian X. Tierney | February 20, 2020 | |||
| (Brian X. Tierney, Attorney-in-Fact) |
INDEX OF FINANCIAL STATEMENT SCHEDULES
| Page Number | |
| Reports of Independent Registered Public Accounting Firm | S-2 |
| The following financial statement schedules are included in this report on the pages indicated: | |
| American Electric Power Company, Inc. (Parent): | |
| Schedule I – Condensed Financial Information | S-3 |
| Schedule I – Index of Condensed Notes to Condensed Financial Information | S-7 |
| American Electric Power Company, Inc. and Subsidiary Companies: | |
| Schedule II – Valuation and Qualifying Accounts and Reserves | S-10 |
S-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Shareholders of
American Electric Power Company, Inc.
Our audits of the consolidated financial statements referred to in our report dated February 20, 2020 appearing in the 2019 Annual Report of American Electric Power Company, Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the accompanying schedule of condensed financial information as of December 31, 2019 and 2018 and for each of the three years in the period ended December 31, 2019 and schedule of valuation and qualifying accounts and reserves for each of the three years in the period ended December 31, 2019. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
Columbus, Ohio
February 20, 2020
S-2
SCHEDULE I
AMERICAN ELECTRIC POWER COMPANY, INC. (Parent)
CONDENSED FINANCIAL INFORMATION
CONDENSED STATEMENTS OF INCOME
For the Years Ended December 31, 2019**,** 2018 and 2017
(in millions, except per-share and share amounts)
| Years Ended December 31, | ||||||||||||
| 2019 | 2018 | 2017 | ||||||||||
| REVENUES | ||||||||||||
| Affiliated Revenues | $ | 11.0 | $ | 9.5 | $ | 9.1 | ||||||
| Other Revenues | 0.8 | 1.4 | 5.9 | |||||||||
| TOTAL REVENUES | 11.8 | 10.9 | 15.0 | |||||||||
| EXPENSES | ||||||||||||
| Other Operation | 53.2 | 39.7 | 35.9 | |||||||||
| Asset Impairments and Other Related Charges | — | 9.3 | — | |||||||||
| Depreciation | 0.2 | 0.3 | 0.3 | |||||||||
| TOTAL EXPENSES | 53.4 | 49.3 | 36.2 | |||||||||
| OPERATING LOSS | (41.6 | ) | (38.4 | ) | (21.2 | ) | ||||||
| Other Income (Expense): | ||||||||||||
| Interest Income | 53.5 | 31.3 | 20.5 | |||||||||
| Interest Expense | (159.2 | ) | (87.5 | ) | (43.1 | ) | ||||||
| LOSS BEFORE INCOME TAX EXPENSE (BENEFIT) AND EQUITY EARNINGS | (147.3 | ) | (94.6 | ) | (43.8 | ) | ||||||
| Income Tax Expense (Benefit) | 22.8 | (6.2 | ) | 0.1 | ||||||||
| Equity Earnings of Unconsolidated Subsidiaries | 2,091.2 | 2,012.2 | 1,956.5 | |||||||||
| NET INCOME | 1,921.1 | 1,923.8 | 1,912.6 | |||||||||
| Other Comprehensive Income (Loss) | (27.3 | ) | (23.7 | ) | 88.5 | |||||||
| TOTAL COMPREHENSIVE INCOME | $ | 1,893.8 | $ | 1,900.1 | $ | 2,001.1 | ||||||
| WEIGHTED AVERAGE NUMBER OF BASIC AEP COMMON SHARES OUTSTANDING | 493,694,345 | 492,774,600 | 491,814,651 | |||||||||
| TOTAL BASIC EARNINGS PER SHARE ATTRIBUTABLE TO AEP COMMON SHAREHOLDERS | $ | 3.89 | $ | 3.90 | $ | 3.89 | ||||||
| WEIGHTED AVERAGE NUMBER OF DILUTED AEP COMMON SHARES OUTSTANDING | 495,306,238 | 493,758,277 | 492,611,067 | |||||||||
| TOTAL DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO AEP COMMON SHAREHOLDERS | $ | 3.88 | $ | 3.90 | $ | 3.88 |
| See Condensed Notes to Condensed Financial Information beginning on page S-7. |
S-3
SCHEDULE I
AMERICAN ELECTRIC POWER COMPANY, INC. (Parent)
CONDENSED FINANCIAL INFORMATION
CONDENSED BALANCE SHEETS
ASSETS
December 31, 2019 and 2018
(in millions)
| December 31, | ||||||||
| 2019 | 2018 | |||||||
| CURRENT ASSETS | ||||||||
| Cash and Cash Equivalents | $ | 156.1 | $ | 99.3 | ||||
| Other Temporary Investments | 2.0 | 2.3 | ||||||
| Advances to Affiliates | 2,197.9 | 1,096.4 | ||||||
| Accounts Receivable: | ||||||||
| Affiliated Companies | 11.3 | 6.4 | ||||||
| General | 0.3 | 7.6 | ||||||
| Total Accounts Receivable | 11.6 | 14.0 | ||||||
| Affiliated Notes Receivable | 20.0 | — | ||||||
| Accrued Tax Benefits | 7.1 | — | ||||||
| Prepayments and Other Current Assets | 9.9 | 2.5 | ||||||
| TOTAL CURRENT ASSETS | 2,404.6 | 1,214.5 | ||||||
| PROPERTY, PLANT AND EQUIPMENT | ||||||||
| General | 2.3 | 2.2 | ||||||
| Construction Work in Progress | 0.2 | — | ||||||
| Total Property, Plant and Equipment | 2.5 | 2.2 | ||||||
| Accumulated Depreciation, Depletion and Amortization | 1.4 | 1.2 | ||||||
| TOTAL PROPERTY, PLANT AND EQUIPMENT – NET | 1.1 | 1.0 | ||||||
| OTHER NONCURRENT ASSETS | ||||||||
| Investments in Unconsolidated Subsidiaries | 23,329.9 | 21,522.3 | ||||||
| Affiliated Notes Receivable | 39.0 | 50.0 | ||||||
| Deferred Charges and Other Noncurrent Assets | 95.7 | 114.1 | ||||||
| TOTAL OTHER NONCURRENT ASSETS | 23,464.6 | 21,686.4 | ||||||
| TOTAL ASSETS | $ | 25,870.3 | $ | 22,901.9 |
| See Condensed Notes to Condensed Financial Information beginning on page S-7. |
S-4
SCHEDULE I
AMERICAN ELECTRIC POWER COMPANY, INC. (Parent)
CONDENSED FINANCIAL INFORMATION
CONDENSED BALANCE SHEETS
LIABILITIES AND EQUITY
December 31, 2019 and 2018
(dollars in millions)
| December 31, | ||||||||||||
| 2019 | 2018 | |||||||||||
| CURRENT LIABILITIES | ||||||||||||
| Advances from Affiliates | $ | 252.6 | $ | 313.6 | ||||||||
| Accounts Payable: | ||||||||||||
| General | 0.5 | 5.9 | ||||||||||
| Affiliated Companies | 8.4 | 4.2 | ||||||||||
| Short-term Debt | 2,110.0 | 1,160.0 | ||||||||||
| Long-term Debt Due Within One Year – Nonaffiliated (a) | 501.9 | (2.0 | ) | |||||||||
| Accrued Taxes | 44.2 | 13.2 | ||||||||||
| Other Current Liabilities | 38.1 | 16.5 | ||||||||||
| TOTAL CURRENT LIABILITIES | 2,955.7 | 1,511.4 | ||||||||||
| NONCURRENT LIABILITIES | ||||||||||||
| Long-term Debt – Nonaffiliated (a) | 3,122.9 | 2,268.4 | ||||||||||
| Deferred Credits and Other Noncurrent Liabilities | 116.6 | 54.3 | ||||||||||
| TOTAL NONCURRENT LIABILITIES | 3,239.5 | 2,322.7 | ||||||||||
| TOTAL LIABILITIES | 6,195.2 | 3,834.1 | ||||||||||
| MEZZANINE EQUITY | ||||||||||||
| Contingently Redeemable Performance Share Awards | 42.9 | 39.4 | ||||||||||
| COMMON SHAREHOLDERS’ EQUITY | ||||||||||||
| Common Stock – Par Value – $6.50 Per Share: | ||||||||||||
| 2019 | 2018 | |||||||||||
| Shares Authorized | 600,000,000 | 600,000,000 | ||||||||||
| Shares Issued | 514,373,631 | 513,450,036 | ||||||||||
| (20,204,160 Shares were Held in Treasury as of December 31, 2019 and 2018, Respectively) | 3,343.4 | 3,337.4 | ||||||||||
| Paid-in Capital | 6,535.6 | 6,486.1 | ||||||||||
| Retained Earnings | 9,900.9 | 9,325.3 | ||||||||||
| Accumulated Other Comprehensive Income (Loss) | (147.7 | ) | (120.4 | ) | ||||||||
| TOTAL AEP COMMON SHAREHOLDERS’ EQUITY | 19,632.2 | 19,028.4 | ||||||||||
| TOTAL LIABILITIES, MEZZANINE EQUITY AND TOTAL EQUITY | $ | 25,870.3 | $ | 22,901.9 |
| (a) | Amounts reflect the impact of fair value hedge accounting. See “Accounting for Fair Value Hedging Strategies” section of Note 10 included in the 2019 Annual Reports for additional information. |
| See Condensed Notes to Condensed Financial Information beginning on page S-7. |
S-5
SCHEDULE I
AMERICAN ELECTRIC POWER COMPANY, INC. (Parent)
CONDENSED FINANCIAL INFORMATION
CONDENSED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2019**,** 2018 and 2017
(in millions)
| Years Ended December 31, | ||||||||||||
| 2019 | 2018 | 2017 | ||||||||||
| OPERATING ACTIVITIES | ||||||||||||
| Net Income | $ | 1,921.1 | $ | 1,923.8 | $ | 1,912.6 | ||||||
| Adjustments to Reconcile Net Income to Net Cash Flows from Operating Activities: | ||||||||||||
| Depreciation and Amortization | 0.2 | 0.3 | 0.3 | |||||||||
| Deferred Income Taxes | 26.5 | (45.0 | ) | 33.7 | ||||||||
| Asset Impairments and Other Related Charges | — | 9.3 | — | |||||||||
| Equity Earnings of Unconsolidated Subsidiaries | (2,091.2 | ) | (2,012.2 | ) | (1,956.5 | ) | ||||||
| Cash Dividends Received from Unconsolidated Subsidiaries | 426.2 | 855.6 | 827.0 | |||||||||
| Change in Other Noncurrent Assets | 0.1 | (5.5 | ) | (0.4 | ) | |||||||
| Change in Other Noncurrent Liabilities | 84.5 | 42.1 | 74.0 | |||||||||
| Changes in Certain Components of Working Capital: | ||||||||||||
| Accounts Receivable, Net | 2.4 | (3.9 | ) | 51.5 | ||||||||
| Accounts Payable | (1.2 | ) | — | 1.6 | ||||||||
| Other Current Assets | (0.8 | ) | 47.8 | 70.0 | ||||||||
| Other Current Liabilities | 36.4 | 4.7 | 0.7 | |||||||||
| Net Cash Flows from Operating Activities | 404.2 | 817.0 | 1,014.5 | |||||||||
| INVESTING ACTIVITIES | ||||||||||||
| Construction Expenditures | (0.3 | ) | (0.4 | ) | (0.7 | ) | ||||||
| Change in Advances to Affiliates, Net | (1,101.5 | ) | (106.9 | ) | (76.4 | ) | ||||||
| Capital Contributions to Unconsolidated Subsidiaries | (212.8 | ) | (859.1 | ) | (563.2 | ) | ||||||
| Return of Capital Contributions from Unconsolidated Subsidiaries | 70.9 | 199.7 | 263.3 | |||||||||
| Issuance of Notes Receivable to Affiliated Companies | (9.0 | ) | — | (30.0 | ) | |||||||
| Net Cash Flows Used for Investing Activities | (1,252.7 | ) | (766.7 | ) | (407.0 | ) | ||||||
| FINANCING ACTIVITIES | ||||||||||||
| Issuance of Common Stock, Net | 65.3 | 73.6 | 12.2 | |||||||||
| Issuance of Long-term Debt | 1,321.3 | 991.9 | 992.3 | |||||||||
| Commercial Paper and Credit Facility Borrowings | — | 205.6 | — | |||||||||
| Change in Short-term Debt, Net | 950.0 | 261.4 | (141.4 | ) | ||||||||
| Retirement of Long-term Debt | — | — | (550.0 | ) | ||||||||
| Change in Advances from Affiliates, Net | (61.0 | ) | (151.5 | ) | 266.7 | |||||||
| Commercial Paper and Credit Facility Repayments | — | (205.6 | ) | — | ||||||||
| Dividends Paid on Common Stock | (1,345.5 | ) | (1,251.1 | ) | (1,175.4 | ) | ||||||
| Other Financing Activities | (24.8 | ) | (7.4 | ) | (5.1 | ) | ||||||
| Net Cash Flows from (Used for) Financing Activities | 905.3 | (83.1 | ) | (600.7 | ) | |||||||
| Net Increase (Decrease) in Cash and Cash Equivalents | 56.8 | (32.8 | ) | 6.8 | ||||||||
| Cash and Cash Equivalents at Beginning of Period | 99.3 | 132.1 | 125.3 | |||||||||
| Cash and Cash Equivalents at End of Period | $ | 156.1 | $ | 99.3 | $ | 132.1 |
| See Condensed Notes to Condensed Financial Information beginning on page S-7. |
S-6
SCHEDULE I
AMERICAN ELECTRIC POWER COMPANY, INC. (Parent)
INDEX OF CONDENSED NOTES TO CONDENSED FINANCIAL INFORMATION
| 1. Summary of Significant Accounting Policies |
| 2. Commitments, Guarantees and Contingencies |
| 3. Financing Activities |
| 4. Related Party Transactions |
S-7
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The condensed financial information of Parent is required as a result of the restricted net assets of AEP consolidated subsidiaries exceeding 25% of AEP consolidated net assets as of December 31, 2019. Parent is a public utility holding company that owns all of the outstanding common stock of its public utility subsidiaries and varying percentages of other subsidiaries, including joint ventures and equity investments. The primary source of income for Parent is equity in its subsidiaries’ earnings. Its major source of cash is dividends from the subsidiaries. Parent borrows the funds for the money pool that is used by the subsidiaries for their short-term cash needs.
Income Taxes
Parent files a consolidated federal income tax return with its subsidiaries. AEP System’s current consolidated federal income tax is allocated to AEP System companies so that their current tax expense reflects a separate return result for each company in the consolidated group. The tax benefit of Parent is allocated to its subsidiaries with taxable income.
2. COMMITMENTS, GUARANTEES AND CONTINGENCIES
Parent and its subsidiaries are parties to environmental and other legal matters. For further discussion, see Note 6 - Commitments, Guarantees and Contingencies included in the 2019 Annual Report.
3. FINANCING ACTIVITIES
The following details long-term debt outstanding as of December 31, 2019 and 2018:
Long-term Debt
| Weighted-Average | Interest Rate Ranges as of | Outstanding as of | ||||||||||||||
| Interest Rate as of | December 31, | December 31, | ||||||||||||||
| Type of Debt | Maturity | December 31, 2019 | 2019 | 2018 | 2019 | 2018 | ||||||||||
| (in millions) | ||||||||||||||||
| Senior Unsecured Notes | 2020-2028 | 3.30% | 2.15%-4.30% | 2.15%-4.30% | $ | 2,301.5 | $ | 2,266.4 | ||||||||
| Pollution Control Bonds | 2024-2029 | 2.26% | 1.90%-2.60% | 535.5 | — | |||||||||||
| Junior Subordinate Notes | 2022 | 3.40% | 3.40% | 787.8 | — | |||||||||||
| Total Long-term Debt Outstanding | 3,624.8 | 2,266.4 | ||||||||||||||
| Long-term Debt Due Within One Year | 501.9 | — | ||||||||||||||
| Long-term Debt | $ | 3,122.9 | $ | 2,266.4 |
Long-term debt outstanding as of December 31, 2019 is payable as follows:
| 2020 | 2021 | 2022 | 2023 | 2024 | After 2024 | Total | |||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||
| Principal Amount (a) | $ | 501.9 | $ | 402.8 | $ | 1,107.6 | $ | 2.4 | $ | 300.9 | $ | 1,342.9 | $ | 3,658.5 | |||||||||||||
| Unamortized Discount, Net and Debt Issuance Costs | (33.7 | ) | |||||||||||||||||||||||||
| Total Long-term Debt Outstanding | $ | 3,624.8 |
| (a) | Amounts reflect the impact of fair value hedge accounting. See “Accounting for Fair Value Hedging Strategies” section of Note 10 included in the 2019 Annual Report for additional information. |
S-8
Short-term Debt
Parent’s outstanding short-term debt was as follows:
| December 31, 2019 | December 31, 2018 | |||||||||||||
| Type of Debt | Outstanding Amount | Weighted-Average Interest Rate | Outstanding Amount | Weighted-Average Interest Rate | ||||||||||
| (in millions) | (in millions) | |||||||||||||
| Commercial Paper | $ | 2,110.0 | 2.10 | % | $ | 1,160.0 | 2.96 | % | ||||||
| Total Short-term Debt | $ | 2,110.0 | $ | 1,160.0 |
4. RELATED PARTY TRANSACTIONS
Payments on Behalf of Subsidiaries
Due to occasional time sensitivity and complexity of payments, Parent makes certain insurance, tax and benefit payments on behalf of subsidiary companies. Parent is then fully reimbursed by the subsidiary companies.
Short-term Lending to Subsidiaries
Parent uses a commercial paper program to meet the short-term borrowing needs of subsidiaries. The program is used to fund both a Utility Money Pool, which funds the utility subsidiaries, and a Nonutility Money Pool, which funds certain nonutility subsidiaries. In addition, the program also funds, as direct borrowers, the short-term debt requirements of other subsidiaries that are not participants in either money pool for regulatory or operational reasons. The program also allows some direct borrowers to invest excess cash with Parent.
Interest expense related to Parent’s short-term borrowing is included in Interest Expense on Parent’s statements of income. Parent incurred interest expense for amounts borrowed from subsidiaries of $8 million, $11 million and $8 million for the years ended December 31, 2019, 2018 and 2017, respectively.
Interest income related to Parent’s short-term lending is included in Interest Income on Parent’s statements of income. Parent earned interest income for amounts advanced to subsidiaries of $49 million, $27 million and $16 million for the years ended December 31, 2019, 2018 and 2017, respectively.
Affiliated Notes
Parent issued long-term debt, portions of which were loaned to its subsidiaries. Parent pays interest on the affiliated notes, but the subsidiaries accrue interest for their share of the affiliated borrowing and remit the interest to Parent. Interest income related to Parent’s loans to subsidiaries is included in Interest Income on Parent’s statements of income. Parent earned interest income on loans to subsidiaries of $2 million, $2 million and $2 million for the years ended December 31, 2019, 2018 and 2017, respectively.
S-9
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
| AEP | Additions | |||||||||||||||||||
| Description | Balance at Beginning of Period | Charged to Costs and Expenses | Charged to Other Accounts (a) | Deductions (b) | Balance at End of Period | |||||||||||||||
| (in millions) | ||||||||||||||||||||
| Deducted from Assets: | ||||||||||||||||||||
| Accumulated Provision for Uncollectible Accounts: | ||||||||||||||||||||
| Year Ended December 31, 2019 | $ | 36.8 | $ | 41.3 | $ | 3.6 | $ | 38.0 | $ | 43.7 | ||||||||||
| Year Ended December 31, 2018 | 38.5 | 37.3 | 2.6 | 41.6 | 36.8 | |||||||||||||||
| Year Ended December 31, 2017 | 37.9 | 34.0 | 2.5 | 35.9 | 38.5 |
| (a) | Recoveries offset by reclasses to other assets and liabilities. |
| (b) | Uncollectible accounts written off. |
Schedule II for the Registrant Subsidiaries is not presented because the amounts are not material.
S-10
INDEX OF AEP TRANSMISSION COMPANY, LLC (AEPTCO PARENT)
FINANCIAL STATEMENT SCHEDULES
| Page Number | |
| Report of Independent Registered Public Accounting Firm | S-12 |
| The following financial statement schedules are included in this report on the pages indicated: | |
| AEP Transmission Company, LLC (AEPTCo Parent): | |
| Schedule I – Condensed Financial Information | S-13 |
| Schedule I – Index of Condensed Notes to Condensed Financial Information | S-17 |
S-11
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Member of
AEP Transmission Company, LLC
Our audits of the consolidated financial statements referred to in our report dated February 20, 2020 appearing in the 2019 Annual Report of AEP Transmission Company, LLC (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the accompanying schedule of condensed financial information as of December 31, 2019 and 2018 and for each of the three years in the period ended December 31, 2019. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
Columbus, Ohio
February 20, 2020
S-12
SCHEDULE I
AEP TRANSMISSION COMPANY, LLC (AEPTCo Parent)
CONDENSED FINANCIAL INFORMATION
CONDENSED STATEMENTS OF INCOME
For the Years Ended December 31, 2019**,** 2018 and 2017
(in millions)
| Years Ended December 31, | ||||||||||||
| 2019 | 2018 | 2017 | ||||||||||
| EXPENSES | ||||||||||||
| Other Operation | $ | 0.3 | $ | — | $ | — | ||||||
| TOTAL EXPENSES | 0.3 | — | — | |||||||||
| OPERATING LOSS | (0.3 | ) | — | — | ||||||||
| Other Income (Expense): | ||||||||||||
| Interest Income - Affiliated | 123.8 | 104.6 | 82.9 | |||||||||
| Interest Expense | (122.1 | ) | (103.4 | ) | (82.4 | ) | ||||||
| INCOME BEFORE INCOME TAX EXPENSE AND EQUITY EARNINGS OF UNCONSOLIDATED SUBSIDIARIES | 1.4 | 1.2 | 0.5 | |||||||||
| Income Tax Expense | 0.3 | 0.2 | 0.2 | |||||||||
| Equity Earnings of Unconsolidated Subsidiaries | 438.6 | 314.9 | 270.4 | |||||||||
| NET INCOME | $ | 439.7 | $ | 315.9 | $ | 270.7 |
| See Condensed Notes to Condensed Financial Information beginning on page S-17. |
S-13
SCHEDULE I
AEP TRANSMISSION COMPANY, LLC (AEPTCo Parent)
CONDENSED FINANCIAL INFORMATION
CONDENSED BALANCE SHEETS
ASSETS
December 31, 2019 and 2018
(in millions)
| December 31, | ||||||||
| 2019 | 2018 | |||||||
| CURRENT ASSETS | ||||||||
| Advances to Affiliates | $ | 68.7 | $ | 17.0 | ||||
| Accounts Receivable: | ||||||||
| Affiliated Companies | 23.1 | 17.1 | ||||||
| Total Accounts Receivable | 23.1 | 17.1 | ||||||
| TOTAL CURRENT ASSETS | 91.8 | 34.1 | ||||||
| OTHER NONCURRENT ASSETS | ||||||||
| Notes Receivable - Affiliated | 3,427.3 | 2,823.0 | ||||||
| Investments in Unconsolidated Subsidiaries | 4,009.7 | 3,571.1 | ||||||
| TOTAL OTHER NONCURRENT ASSETS | 7,437.0 | 6,394.1 | ||||||
| TOTAL ASSETS | $ | 7,528.8 | $ | 6,428.2 |
| See Condensed Notes to Condensed Financial Information beginning on page S-17. |
S-14
SCHEDULE I
AEP TRANSMISSION COMPANY, LLC (AEPTCo Parent)
CONDENSED FINANCIAL INFORMATION
CONDENSED BALANCE SHEETS
LIABILITIES AND EQUITY
December 31, 2019 and 2018
(in millions)
| December 31, | ||||||||||||
| 2019 | 2018 | |||||||||||
| CURRENT LIABILITIES | ||||||||||||
| Accounts Payable: | ||||||||||||
| General | $ | 35.6 | $ | 0.3 | ||||||||
| Affiliated Companies | 35.0 | 17.7 | ||||||||||
| Long-term Debt Due Within One Year – Nonaffiliated | — | 85.0 | ||||||||||
| Accrued Taxes | — | 0.1 | ||||||||||
| Accrued Interest | 19.2 | 15.9 | ||||||||||
| Other Current Liabilities | 2.2 | 1.4 | ||||||||||
| TOTAL CURRENT LIABILITIES | 92.0 | 120.4 | ||||||||||
| NONCURRENT LIABILITIES | ||||||||||||
| Long-term Debt – Nonaffiliated | 3,427.3 | 2,738.0 | ||||||||||
| TOTAL NONCURRENT LIABILITIES | 3,427.3 | 2,738.0 | ||||||||||
| TOTAL LIABILITIES | 3,519.3 | 2,858.4 | ||||||||||
| MEMBER’S EQUITY | ||||||||||||
| Paid-in Capital | 2,480.6 | 2,480.6 | ||||||||||
| Retained Earnings | 1,528.9 | 1,089.2 | ||||||||||
| TOTAL MEMBER’S EQUITY | 4,009.5 | 3,569.8 | ||||||||||
| TOTAL LIABILITIES AND MEMBER’S EQUITY | $ | 7,528.8 | $ | 6,428.2 |
| See Condensed Notes to Condensed Financial Information beginning on page S-17. |
S-15
SCHEDULE I
AEP TRANSMISSION COMPANY, LLC (AEPTCo Parent)
CONDENSED FINANCIAL INFORMATION
CONDENSED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2019**,** 2018 and 2017
(in millions)
| Years Ended December 31, | ||||||||||||
| 2019 | 2018 | 2017 | ||||||||||
| OPERATING ACTIVITIES | ||||||||||||
| Net Income | $ | 439.7 | $ | 315.9 | $ | 270.7 | ||||||
| Adjustments to Reconcile Net Income to Net Cash Flows from (Used for) Operating Activities: | ||||||||||||
| Deferred Income Taxes | — | — | 1.6 | |||||||||
| Equity Earnings of Unconsolidated Subsidiaries | (438.6 | ) | (314.9 | ) | (270.4 | ) | ||||||
| Change in Other Noncurrent Liabilities | 11.9 | — | — | |||||||||
| Changes in Certain Components of Working Capital: | ||||||||||||
| Accounts Receivable, Net | (6.0 | ) | 0.2 | 4.5 | ||||||||
| Accounts Payable | 18.8 | (6.4 | ) | 5.4 | ||||||||
| Accrued Taxes, Net | (0.1 | ) | — | 0.1 | ||||||||
| Accrued Interest | 3.3 | 0.9 | 4.5 | |||||||||
| Other Current Liabilities | 34.7 | (1.2 | ) | (8.1 | ) | |||||||
| Net Cash Flows from (Used for) Operating Activities | 63.7 | (5.5 | ) | 8.3 | ||||||||
| INVESTING ACTIVITIES | ||||||||||||
| Change in Advances to Affiliates, Net | (51.7 | ) | 5.5 | (8.3 | ) | |||||||
| Issuance of Notes Receivable to Affiliated Companies | (615.0 | ) | (271.0 | ) | (617.6 | ) | ||||||
| Capital Contributions to Subsidiaries | — | (664.0 | ) | (361.6 | ) | |||||||
| Net Cash Flows Used for Investing Activities | (666.7 | ) | (929.5 | ) | (987.5 | ) | ||||||
| FINANCING ACTIVITIES | ||||||||||||
| Capital Contributions from Member | — | 664.0 | 361.6 | |||||||||
| Issuance of Long-term Debt – Nonaffiliated | 688.0 | 321.0 | 617.6 | |||||||||
| Retirement of Long-term Debt – Nonaffiliated | (85.0 | ) | (50.0 | ) | — | |||||||
| Net Cash Flows from Financing Activities | 603.0 | 935.0 | 979.2 | |||||||||
| Net Change in Cash and Cash Equivalents | — | — | — | |||||||||
| Cash and Cash Equivalents at Beginning of Period | — | — | — | |||||||||
| Cash and Cash Equivalents at End of Period | $ | — | $ | — | $ | — |
| See Condensed Notes to Condensed Financial Information beginning on page S-17. |
S-16
SCHEDULE I
AEP TRANSMISSION COMPANY, LLC (AEPTCo Parent)
INDEX OF CONDENSED NOTES TO CONDENSED FINANCIAL INFORMATION
| 1. Summary of Significant Accounting Policies |
| 2. Commitments, Guarantees and Contingencies |
| 3. Financing Activities |
| 4. Related Party Transactions |
S-17
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The condensed financial information of AEPTCo Parent is required as a result of the restricted net assets of AEPTCo consolidated subsidiaries exceeding 25% of AEPTCo consolidated net assets as of December 31, 2019. AEPTCo Parent is the direct holding company for the seven State Transcos. The primary source of income for AEPTCo Parent is equity in its subsidiaries’ earnings. AEPTCo Parent financial statements should be read in conjunction with the AEPTCo consolidated financial statements and the accompanying notes thereto. For purposes of these condensed financial statements, AEPTCo wholly owned and majority owned subsidiaries are recorded based upon its proportionate share of the subsidiaries’ net assets (similar to presenting them on the equity method).
Income Taxes
AEPTCo Parent joins in the filing of a consolidated federal income tax return with its affiliates in the AEP System. The allocation of the AEP System’s current consolidated federal income tax to the AEP System companies allocates the benefit of current tax losses (“Parent Company Loss Benefit”) to the AEP System companies giving rise to such losses in determining their current tax expense. The consolidated net operating loss of the AEP System is allocated to each company in the consolidated group with taxable losses. The tax benefit of AEP Parent is allocated to its subsidiaries with taxable income. With the exception of the allocation of the consolidated AEP System net operating loss, the loss of the AEP Parent and tax credits, the method of allocation reflects a separate return result for each company in the consolidated group.
2. COMMITMENTS, GUARANTEES AND CONTINGENCIES
AEPTCo Parent and its subsidiaries are parties to legal matters. For further discussion, see Note 6 - Commitments, Guarantees and Contingencies included in the 2019 Annual Report.
3. FINANCING ACTIVITIES
For discussion of Financing Activities, see Note 14 - Financing Activities to AEPTCo’s audited consolidated financial statements included in the 2019 Annual Report.
4. RELATED PARTY TRANSACTIONS
Payments on Behalf of Subsidiaries
Due to occasional time sensitivity and complexity of payments, Parent makes certain insurance, tax and other payments on behalf of subsidiary companies. Parent is then fully reimbursed by the subsidiary companies. AEPTCo Parent also makes convenience payments on behalf of its State Transcos. AEPTCo Parent is then fully reimbursed by its State Transcos.
Long-term Lending to Subsidiaries
AEPTCo Parent enters into debt arrangements with nonaffiliated entities. AEPTCo Parent has long-term debt of $3.4 billion and $2.8 billion as of December 31, 2019 and 2018, respectively. AEPTCo Parent uses the proceeds from these nonaffiliated debt arrangements to make affiliated loans to its State Transcos using the same interest rates and maturity dates as the nonaffiliated debt arrangements. AEPTCo Parent has recorded Notes Receivable – Affiliated of $3.4 billion and $2.8 billion as of December 31, 2019 and 2018, respectively. Related to these nonaffiliated and affiliated debt arrangements, AEPTCo Parent has recorded Accrued Interest of $19 million and $16 million as of December 31, 2019 and 2018, respectively. AEPTCo Parent has also recorded Accounts Receivable – Affiliated Companies of $23 million and $17 million as of December 31, 2019 and 2018, respectively. AEPTCo Parent has recorded Interest Income – Affiliated of $124 million, $105 million and $83 million for the years ended December 31, 2019, 2018 and 2017, respectively, related to the Notes Receivable – Affiliated. AEPTCo Parent has recorded Interest Expense of $122 million, $103 million and $82 million for the years ended December 31, 2019, 2018 and 2017, respectively, related to the nonaffiliated debt arrangements.
S-18
Short-term Lending to Subsidiaries
Parent uses a commercial paper program to meet the short-term borrowing needs of subsidiaries. The program is used to fund both a Utility Money Pool, which funds the utility subsidiaries, and a Nonutility Money Pool, which funds certain nonutility subsidiaries. In addition, the program also funds, as direct borrowers, the short-term debt requirements of other subsidiaries that are not participants in either money pool for regulatory or operational reasons. The program also allows some direct borrowers to invest excess cash with Parent.
Interest expense related to AEPTCo Parent’s short-term borrowing is included in Interest Expense on AEPTCo Parent’s statements of income. AEPTCo Parent incurred immaterial interest expense for amounts borrowed from AEP affiliates for the years ended December 31, 2019, 2018 and 2017.
Interest income related to AEPTCo Parent’s short-term lending is included in Interest Income – Affiliated on AEPTCo Parent’s statements of income. AEPTCo Parent earned interest income for amounts advanced to AEP affiliates of $2 million, $1 million and $1 million for the year ended December 31, 2019, 2018 and 2017, respectively.
S-19
EXHIBIT INDEX
The documents listed below are being filed or have previously been filed on behalf of the Registrants shown and are incorporated herein by reference to the documents indicated and made a part hereof. Exhibits (“Ex”) not identified as previously filed are filed herewith. Exhibits designated with a dagger (†) are management contracts or compensatory plans or arrangements required to be filed as an Exhibit to this Form. Exhibits designated with an asterisk (*) are filed herewith.
| Exhibit Designation | Nature of Exhibit | Previously Filed as Exhibit to: | ||
| AEP‡ File No. 1-3525 | ||||
| 3(a) | Composite of the Restated Certificate of Incorporation of AEP, dated April 26, 2019. | Form 10-Q, Ex 3, June 30, 2019 | ||
| 3(b) | Composite By-Laws of AEP, as amended as of October 20, 2015. | Form 8-K, Ex 3(b) dated October 21, 2015 | ||
| 4(a) | Indenture (for unsecured debt securities), dated as of May 1, 2001, between AEP and The Bank of New York, as Trustee. | Registration Statement No. 333-86050, Ex 4(a)(b)(c) Registration Statement No. 333-105532, Ex 4(d)(e)(f) Registration Statement No. 333-200956, Ex 4(b) Registration Statement No. 333-222068, Ex 4(b) | ||
| 4(a)1 | Company Order and Officers Certificate to The Bank of New York Mellon Trust Company, N.A. dated November 30, 2018 of 3.65% Senior Notes Series I due 2021 and 4.30% Senior Notes, Series J due 2028. | Form 8-K, Ex. 4(a) dated November 30, 2018 | ||
| 4(a)3 | Purchase Contract and Pledge Agreement, dated as of March 19, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A., as purchase contract agent, collateral agent, custodial agent and securities intermediary. | Form 8-K, Ex 4.1 dated March 19, 2019 | ||
| 4(a)4 | Junior Subordinated Indenture, dated March 1, 2008, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee for the Junior Subordinated Debentures. | Registration Statement No 333-156387, Ex 4(c) | ||
| 4(a)5 | Supplemental Indenture No. 1, dated March 19, 2019, from the Company to The Bank of New York Mellon Trust Company, N.A., as trustee. | Form 8-K, Ex 4.3 dated March 19, 2019 | ||
| 4(b) | First Amendment to Fourth Amended and Restated Credit Agreement dated June 30, 2016 among AEP, the banks, financial institutions and other institutional lenders listed on the signature pages thereof and Wells Fargo Bank, N.A., as Administrative Agent. | Form 10-Q, Ex 4, September 30, 2018 | ||
| *4(c) | Description of Securities. | |||
| 10(a) | Lease Agreements, dated as of December 1, 1989, between AEGCo or I&M and Wilmington Trust Company, as amended. | Registration Statement No. 33-32752, Ex 28(c)(1-6)(C) Registration Statement No. 33-32753, Ex 28(a)(1-6)(C) AEGCo 1993 Form 10-K, Ex 10(c)(1-6)(B) I&M 1993 Form 10-K, Ex 10(e)(1-6)(B) | ||
| 10(b) | Consent Decree with U.S. District Court dated October 9, 2007, as modified July 17, 2019. | Form 8-K, Ex. 10 dated October 9, 2007 Form 10-Q, Ex 10, June 30, 2013 Form 10-Q, Ex 10, June 30, 2019 | ||
| †10(c) | AEP Retainer Deferral Plan for Non-Employee Directors, as Amended and Restated effective July 26, 2016. | 2016 Form 10-K, Ex 10(h) | ||
E-1
| Exhibit Designation | Nature of Exhibit | Previously Filed as Exhibit to: | ||
| †10(d) | AEP Stock Unit Accumulation Plan for Non-Employee Directors as amended July 26, 2016. | 2016 Form 10-K, Ex 10(i) | ||
| *†10(e) | AEP System Excess Benefit Plan, Amended and Restated as of January 1, 2020. | |||
| †10(e)(1) | Guaranty by AEP of AEPSC Excess Benefits Plan. | 1990 Form 10-K, Ex 10(h)(1)(B) | ||
| †10(f) | AEP System Supplemental Retirement Savings Plan, Amended and Restated as of January 1, 2011 (Non-Qualified). | 2010 Form 10-K, Ex 10 | ||
| †10(f)(1)(A) | Amendment to AEP System Supplemental Retirement Savings Plan, as Amended and Restated as of January 1, 2011 (Non-Qualified). | 2014 Form 10-K, Ex 10(l)(1)(A) | ||
| *†10(f)(2)(A) | Second Amendment to AEP System Supplemental Retirement Savings Plan, as Amended and Restated as of January 1, 2011 (Non-Qualified). | |||
| †10(g) | AEPSC Umbrella Trust for Executives. | 1993 Form 10-K, Ex 10(g)(3) | ||
| †10(g)(1)(A) | First Amendment to AEPSC Umbrella Trust for Executives. | 2008 Form 10-K, Ex 10(l)(3)(A) | ||
| †10(g)(2)(A) | Second Amendment to AEPSC Umbrella Trust for Executives. | 2018 Form 10-K, Ex 10(g)(2)(A) | ||
| †10(h) | AEP System Incentive Compensation Deferral Plan Amended and Restated as of June 1, 2019. | Form 10-Q, Ex 10(1), September 30, 2019 | ||
| †10(h)(1)(A) | First Amendment to AEP System Incentive Compensation Deferral Plan, as Amended and Restated effective January 1, 2008. | 2011 Form 10-K, Ex 10(p)(1)(A) | ||
| †10(h)(2)(A) | Second Amendment to AEP System Incentive Compensation Deferral Plan, as Amended and Restated effective January 1, 2008. | 2014 Form 10-K, Ex 10(q)(2)(A) | ||
| †10(i) | AEP Change In Control Agreement, as Revised Effective January 1, 2017. | Form 10-Q, Ex 10(c) , September 30, 2016 | ||
| †10(j) | Amended and Restated AEP System Long-Term Incentive Plan as of September 21, 2016. | Form 10-Q, Ex 10(a) , September 30, 2016 | ||
| †10(j)(1)(A) | Performance Share Award Agreement furnished to participants of the AEP System Long-Term Incentive Plan, as amended. | Form 10-Q, Ex 10(a), March 30, 2018 | ||
| †10(j)(2)(A) | Restricted Stock Unit Agreement furnished to participants of the AEP System Long-Term Incentive Plan as Amended and Restated. | Form 10-Q, Ex 10(b), March 30, 2018 | ||
| †10(k) | AEP System Stock Ownership Requirement Plan Amended and Restated effective June 20, 2017. | Form 10-Q, Ex 10, June 30, 2017 | ||
| *†10(l) | Central and South West System Special Executive Retirement Plan Amended and Restated effective January 1, 2020. | |||
| †10(m) | AEP Executive Severance Plan Amended and Restated effective October 24, 2016. | Form 10-Q, Ex 10(d) , September 30, 2016 | ||
| †10(n) | Letter Agreement dated November 20, 2012 between AEPSC and Lana Hillebrand. | 2013 Form 10-K, Ex 10(x) |
E-2
| Exhibit Designation | Nature of Exhibit | Previously Filed as Exhibit to: | ||
| †10(o) | AEP Aircraft Timesharing Agreement dated October 1, 2019 between American Electric Power Service Corporation and Nicholas K. Akins. | Form 10-Q, Ex 10(2), September 30, 2019 | ||
| *13 | Copy of those portions of the AEP 2019 Annual Report (for the fiscal year ended December 31, 2019) which are incorporated by reference in this filing. | |||
| *21 | List of subsidiaries of AEP. | |||
| *23 | Consent of PricewaterhouseCoopers LLP. | |||
| *24 | Power of Attorney. | |||
| *31(a) | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| *31(b) | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| *32(a) | Certification of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. | |||
| *32(b) | Certification of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. | |||
| 101.INS | XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | |||
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| 104 | Cover Page Interactive Data File. Formatted as inline XBRL and contained in Exhibit 101. | |||
| AEP TEXAS‡ File No. 333-221643 | ||||
| 3(a) | Composite of the Restated Certificate of Incorporation, as amended. | Registration No. 333-221643, Ex 3(a) | ||
| 3(b) | Bylaws. | Registration No. 333-221643, Ex 3(b) | ||
| 4(a)(1) | Indenture, dated as of September 1, 2017, between AEP Texas Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee. | Registration No. 333-221643, Ex 4(a)-1,4(a)-2; Registration No. 333-228657, Ex 4(a)-4,4(a)-5; Registration No. 333-230613, Ex 4(a)(b) | ||
| 4(a)(2) | Company Order and Officer’s Certificate to The Bank of New York Mellon Trust Company, N.A. December 5, 2019 of 3.45% Senior Notes, Series H due 2050. | Form 8-K Ex 4(a) dated December 6, 2019 | ||
| *13 | Copy of those portions of the AEP Texas 2019 Annual Report (for the fiscal year ended December 31, 2019) which are incorporated by reference in this filing. |
E-3
| Exhibit Designation | Nature of Exhibit | Previously Filed as Exhibit to: | ||
| *23 | Consent of PricewaterhouseCoopers LLP. | |||
| *24 | Power of Attorney. | |||
| *31(a) | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| *31(b) | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| *32(a) | Certification of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. | |||
| *32(b) | Certification of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. | |||
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| 104 | Cover Page Interactive Data File. Formatted as inline XBRL and contained in Exhibit 101. | |||
| AEPTCo‡ File No. 333-217143 | ||||
| 3(a) | Limited Liability Company Agreement of AEP Transmission Company, LLC dated as of January 27, 2006. | Registration Statement No. 333-217143, Ex 3(a) | ||
| 3(b) | First Amendment to Limited Liability Company Agreement dated as of May 21, 2013. | Registration Statement No. 333-217143, Ex 3(b) | ||
| 4(a)(1) | Indenture, dated as of November 1, 2016, between AEP Transmission Company, LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee. | Registration Statement No. 333-217143, Ex 4(a)-1, 4(a)-2 Registration Statement No. 333-225325, Ex 4(b)(c)(d) | ||
| 4(a)(2) | Company Order and Officers’ Certificate to The Bank of New York Mellon Trust Company, N.A. dated September 7, 2018 establishing the terms of the 4.25% Senior Notes, Series J due 2048. | Form 8-K, Ex 4(a) dated September 7, 2018 | ||
| 4(a)(3) | Company Order and Officers’ Certificate to The Bank of New York Mellon Trust Company, N.A. dated June 12, 2019 establishing the terms of the 3.80% Senior Notes, Series K due 2049. | Form 8-K Ex 4(a) dated June 12, 2019 | ||
| 4(a)(4) | Company Order and Officers’ Certificate to The Bank of New York Mellon Trust Company, N.A. dated September 11, 2019 establishing the terms of the 3.15% Senior Notes, Series L due 2049. | Form 8-K Ex 4(a) dated September 9, 2019 | ||
E-4
| Exhibit Designation | Nature of Exhibit | Previously Filed as Exhibit to: | ||
| 4(c)(1) | Note Purchase Agreement, dated as of October 18, 2012 between AEP Transmission Company, LLC and the Initial Purchasers. | Registration Statement No. 333-217143, Ex 4(c)-1 | ||
| 4(c)(2) | Supplement to Note Purchase Agreement, dated as of November 7, 2013 between AEP Transmission Company, LLC and the Initial Purchasers. | Registration Statement No. 333-217143, Ex 4(c)-2 | ||
| 4(c)(3) | Supplement to Note Purchase Agreement, dated as of November 14, 2014 between AEP Transmission Company, LLC and the Initial Purchasers. | Registration Statement No. 333-217143, Ex 4(c)-3 | ||
| *13 | Copy of those portions of the AEPTCo 2019 Annual Report (for the fiscal year ended December 31, 2019) which are incorporated by reference in this filing. | |||
| *23 | Consent of PricewaterhouseCoopers LLP. | |||
| *24 | Power of Attorney. | |||
| *31(a) | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| *31(b) | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| *32(a) | Certification of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. | |||
| *32(b) | Certification of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. | |||
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| 104 | Cover Page Interactive Data File. Formatted as inline XBRL and contained in Exhibit 101. | |||
| APCo‡ File No. 1-3457 | ||||
| 3(a) | Composite of the Restated Articles of Incorporation of APCo, amended as of March 7, 1997. | 1996 Form 10-K, Ex 3(d) | ||
| 3(b) | Composite By-Laws of APCo, amended as of February 26, 2008. | 2007 Form 10-K, Ex 3(b) | ||
E-5
| Exhibit Designation | Nature of Exhibit | Previously Filed as Exhibit to: | ||
| 4(a) | Indenture (for unsecured debt securities), dated as of January 1, 1998, between APCo and The Bank of New York, As Trustee. | Registration Statement No. 333-45927, Ex 4(a)(b) Registration Statement No. 333-49071, Ex 4(b) Registration Statement No. 333-84061, Ex 4(b)(c) Registration Statement No. 333-100451, Ex 4(b) Registration Statement No. 333-116284, Ex 4(b)(c) Registration Statement No. 333-123348, Ex 4(b)(c) Registration Statement No. 333-136432, Ex 4(b)(c)(d) Registration Statement No. 333-161940, Ex 4(b)(c)(d) Registration Statement No. 333-182336, Ex 4(b)(c) Registration Statement No. 333-200750, Ex. 4(b)(c) Registration Statement No. 333-214448, Ex. 4(b) | ||
| 4(a)(1) | Company Order and Officers Certificate to The Bank of New York Mellon Trust Company, N.A. dated May 11, 2017 of 3.30% Senior Notes Series X due 2027. | Form 8-K, Ex 4(a) dated May 11, 2017 | ||
| 4(a)(2) | Company Order and Officers Certificate to The Bank of New York Mellon Trust Company, N.A. dated March 6, 2019 of 4.50% Senior Notes Series Y due 2049. | Form 8-K, Ex 4(a) dated March 6, 2019 | ||
| 10(a) | Inter-Company Power Agreement, dated as of July 10, 1953, among OVEC and the Sponsoring Companies, as amended September 10, 2010. | 2013 Form 10-K, Ex 10(a) | ||
| 10(d) | Consent Decree with U.S. District Court dated October 9, 2007, as modified July 17, 2019. | Form 8-K, Ex. 10 dated October 9, 2007 Form 10-Q, Ex 10, June 30, 2013 Form 10-Q, Ex 10, June 30, 2019 | ||
| *13 | Copy of those portions of the APCo 2019 Annual Report (for the fiscal year ended December 31, 2019) which are incorporated by reference in this filing. | |||
| *24 | Power of Attorney. | |||
| *31(a) | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| *31(b) | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| *32(a) | Certification of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. | |||
| *32(b) | Certification of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. | |||
| 101.INS | XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | |||
| 101.SCH | XBRL Taxonomy Extension Schema. | |||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase. | |||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase. | |||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase. | |||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase. | |||
E-6
| Exhibit Designation | Nature of Exhibit | Previously Filed as Exhibit to: | ||
| 104 | Cover Page Interactive Data File. Formatted as inline XBRL and contained in Exhibit 101. | |||
| I&M‡ File No. 1-3570 | ||||
| 3(a) | Composite of the Amended Articles of Acceptance of I&M, dated of March 7, 1997. | 1996 Form 10-K, Ex 3(c) | ||
| 3(b) | Composite By-Laws of I&M, amended as of February 26, 2008. | 2007 Form 10-K, Ex 3(b) | ||
| 4(a) | Indenture (for unsecured debt securities), dated as of October 1, 1998, between I&M and The Bank of New York, as Trustee. | Registration Statement No. 333-88523, Ex 4(a)(b)(c) Registration Statement No. 333-58656, Ex 4(b)(c) Registration Statement No. 333-108975, Ex 4(b)(c)(d) Registration Statement No. 333-136538, Ex 4(b)(c) Registration Statement No. 333-156182, Ex 4(b) Registration Statement No. 333-185087, Ex 4(b) Registration Statement No. 333-207836, Ex 4(b) Registration Statement No. 333-225103, Ex 4(b)(c)(d) | ||
| 4(b) | Company Order and Officers Certificate to The Bank of New York Mellon Trust Company, N.A. dated August 8, 2018 of 4.25% Series N due 2048. | Form 8-K, Ex 4(a) dated August 8, 2018 | ||
| 10(a) | Inter-Company Power Agreement, dated as of July 10, 1953, among OVEC and the Sponsoring Companies, as amended September 10, 2010. | 2013 Form 10-K, Ex 10(a) | ||
| 10(b) | Unit Power Agreement dated as of March 31, 1982 between AEGCo and I&M, as amended. | Registration Statement No. 33-32752, Ex 28(b)(1)(A)(B) | ||
| 10(c) | Consent Decree with U.S. District Court dated October 9, 2007, as modified July 17, 2019. | Form 8-K, Ex. 10 dated October 9, 2007 Form 10-Q, Ex 10, June 30, 2013 Form 10-Q, Ex 10, June 30, 2019 | ||
| 10(d) | Lease Agreements, dated as of December 1, 1989, between I&M and Wilmington Trust Company, as amended. | Registration Statement No. 33-32753, Ex 28(a)(1-6)(C) 1993 Form 10-K, Ex 10(e)(1-6)(B) | ||
| *13 | Copy of those portions of the I&M 2019 Annual Report (for the fiscal year ended December 31, 2019) which are incorporated by reference in this filing. | |||
| *23 | Consent of PricewaterhouseCoopers LLP. | |||
| *24 | Power of Attorney. | |||
| *31(a) | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| *31(b) | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| *32(a) | Certification of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. | |||
| *32(b) | Certification of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. | |||
E-7
| Exhibit Designation | Nature of Exhibit | Previously Filed as Exhibit to: | ||
| 101.INS | XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | |||
| 101.SCH | XBRL Taxonomy Extension Schema. | |||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase. | |||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase. | |||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase. | |||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase. | |||
| 104 | Cover Page Interactive Data File. Formatted as inline XBRL and contained in Exhibit 101. | |||
| OPCo‡ File No.1-6543 | ||||
| 3(a) | Composite of the Amended Articles of Incorporation of OPCo, dated June 3, 2002. | Form 10-Q, Ex 3(e), June 30, 2002 | ||
| 3(b) | Amended Code of Regulations of OPCo. | Form 10-Q, Ex 3(b), June 30, 2008 | ||
| 4(a) | Indenture (for unsecured debt securities), dated as of September 1, 1997, between OPCo and Bankers Trust Company (now The Bank of New York Mellon Trust Company, N.A. as assignee of Deutsche Bank Trust Company Americas), as Trustee. | Registration Statement No. 333-49595, Ex 4(a)(b)(c) Registration Statement No. 333-106242, Ex 4(b)(c)(d) Registration Statement No. 333-127913, Ex 4(b)(c) Registration Statement No. 333-139802, Ex 4(b)(c)(d) Registration Statement No. 333-161537, Ex 4(b)(c)(d) Registration Statement No. 333-211192, Ex 4(b) Registration Statement No. 333-230094, Ex 4(b) | ||
| 4a(1) | Resignation of Deutsche Bank Trust Company Americas, as Trustee and appointment of The Bank of New York Mellon Trust Company, N.A. as Trustee of Indenture with OPCo dated as of September 1, 1997. | Form 8-K, Item 8.01 dated October 8, 2018 | ||
| 4(c) | Indenture (for unsecured debt securities), dated as of February 1, 2003, between OPCo and Bank One, N.A., as Trustee. | Registration Statement No. 333-127913, Ex 4(d)(e)(f) | ||
| 4(d) | Indenture (for unsecured debt securities), dated as of September 1, 1997, between CSPCo (predecessor in interest to OPCo) and Bankers Trust Company, as Trustee. | Registration Statement No. 333-54025, Ex 4(a)(b)(c)(d) Registration Statement No. 333-128174, Ex 4(b)(c)(d) Registration Statement No. 333-150603, Ex 4(b) | ||
| 4(e) | Indenture (for unsecured debt securities), dated as of February 1, 2003, between CSPCo (predecessor in interest to OPCo) and Bank One, N.A., as Trustee. | Registration Statement No. 333-128174, Ex 4(e)(f)(g) Registration Statement No. 333-150603, Ex 4(b) | ||
| 4(f) | First Supplemental Indenture, dated as of December 31, 2011, by and between OPCo and The Bank of New York Mellon Trust Company, N.A., as trustee, supplementing the Indenture dated as of September 1, 1997 between CSPCo (predecessor in interest to OPCo) and the trustee. | Form 8-K, Ex 4.1 dated January 6, 2012 | ||
| 4(g) | Third Supplemental Indenture, dated as of December 31, 2011, by and between OPCo and The Bank of New York Mellon Trust Company, N.A., as trustee, supplementing the Indenture dated as of February 14, 2003 between CSPCo (predecessor in interest to OPCo) and the trustee. | Form 8-K, Ex 4.2 dated January 6, 2012 |
E-8
| Exhibit Designation | Nature of Exhibit | Previously Filed as Exhibit to: | ||
| 4(h) | Company Order and Officers Certificate to The Bank of New York Mellon Trust Company, N.A. dated May 22, 2019 of 4.00% Series O due 2049. | Form 8-K, Ex 4(a) dated May 22, 2019 | ||
| 10(a) | Inter-Company Power Agreement, dated July 10, 1953, among OVEC and the Sponsoring Companies, as amended September 10, 2010. | 2013 Form 10-K, Ex 10(a) | ||
| 10(b) | Consent Decree with U.S. District Court dated October 9, 2007, as modified July 17, 2019. | Form 8-K, Ex. 10 dated October 9, 2007 Form 10-Q, Ex 10, June 30, 2013 Form 10-Q, Ex 10, June 30, 2019 | ||
| *13 | Copy of those portions of the OPCo 2019 Annual Report (for the fiscal year ended December 31, 2019) which are incorporated by reference in this filing. | |||
| *23 | Consent of PricewaterhouseCoopers LLP. | |||
| *24 | Power of Attorney. | |||
| *31(a) | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| *31(b) | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| *32(a) | Certification of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. | |||
| *32(b) | Certification of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. | |||
| 101.INS | XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | |||
| 101.SCH | XBRL Taxonomy Extension Schema. | |||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase. | |||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase. | |||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase. | |||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase. | |||
| 104 | Cover Page Interactive Data File. Formatted as inline XBRL and contained in Exhibit 101. | |||
| PSO‡ File No. 0-343 | ||||
| 3(a) | Certificate of Amendment to Restated Certificate of Incorporation of PSO. | Form 10-Q, Ex 3(a), June 30, 2008 | ||
| 3(b) | Composite By-Laws of PSO amended as of February 26, 2008. | 2007 Form 10-K, Ex 3 (b) | ||
| 4(a) | Indenture (for unsecured debt securities), dated as of November 1, 2000, between PSO and The Bank of New York, as Trustee. | Registration Statement No. 333-100623, Ex 4(a)(b) Registration Statement No. 333-114665, Ex 4(b)(c) Registration Statement No. 333-133548, Ex 4(b)(c) Registration Statement No. 333-156319, Ex 4(b)(c) | ||
E-9
| Exhibit Designation | Nature of Exhibit | Previously Filed as Exhibit to: | ||
| 4(b) | Eighth Supplemental Indenture, dated as of November 13, 2009 between PSO and The Bank of New York Mellon, as Trustee, establishing terms of the 5.15% Senior Notes, Series H, due 2019. | Form 8-K, Ex 4(a), dated November 13, 2009 | ||
| 4(c) | Ninth Supplemental Indenture, dated as of January 19, 2011 between PSO and The Bank of New York Mellon Trust Company, N.A., as Trustee, establishing terms of 4.40% Senior Notes, Series I, due 2021. | Form 8-K, Ex 4(a) dated January 20, 2011 | ||
| *13 | Copy of those portions of the PSO 2019 Annual Report (for the fiscal year ended December 31, 2019) which are incorporated by reference in this filing. | |||
| *24 | Power of Attorney. | |||
| *31(a) | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| *31(b) | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| *32(a) | Certification of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. | |||
| *32(b) | Certification of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. | |||
| 101.INS | XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | |||
| 101.SCH | XBRL Taxonomy Extension Schema. | |||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase. | |||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase. | |||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase. | |||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase. | |||
| 104 | Cover Page Interactive Data File. Formatted as inline XBRL and contained in Exhibit 101. | |||
| SWEPCo‡ File No. 1-3146 | ||||
| 3(a) | Composite of Amended Restated Certificate of Incorporation of SWEPCo. | 2008 Form 10-K, Ex 3(a) | ||
| 3(b) | Composite By-Laws of SWEPCo amended as of February 26, 2008. | 2007 Form 10-K, Ex 3(b) | ||
| 4(a) | Indenture (for unsecured debt securities), dated as of February 4, 2000, between SWEPCo and The Bank of New York, as Trustee. | Registration Statement No. 333-96213 Registration Statement No. 333-87834, Ex 4(a)(b) Registration Statement No. 333-100632, Ex 4(b) Registration Statement No. 333-108045, Ex 4(b) Registration Statement No. 333-145669, Ex 4(c)(d) Registration Statement No. 333-161539, Ex 4(b)(c) Registration Statement No. 333-194991, Ex 4(b)(c) Registration Statement No. 333-208535, Ex 4(b)(c) Registration Statement No. 333-226856, Ex 4(b)(c) |
E-10
| Exhibit Designation | Nature of Exhibit | Previously Filed as Exhibit to: | ||
| 4(b) | Thirteenth Supplemental Indenture, dated as of September 1, 2018 between SWEPCo and The Bank of New York Mellon Trust Company, N.A., as Trustee, establishing terms of the 4.10% Senior Notes, Series M. Due 2028. | Form 8-K, Ex 4(a) dated September 13, 2018 | ||
| *13 | Copy of those portions of the SWEPCo 2019 Annual Report (for the fiscal year ended December 31, 2019) which are incorporated by reference in this filing. | |||
| *23 | Consent of PricewaterhouseCoopers LLP. | |||
| *24 | Power of Attorney. | |||
| *31(a) | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| *31(b) | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| *32(a) | Certification of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. | |||
| *32(b) | Certification of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. | |||
| *95 | Mine Safety Disclosure. | |||
| 101.INS | XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | |||
| 101.SCH | XBRL Taxonomy Extension Schema. | |||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase. | |||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase. | |||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase. | |||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase. | |||
| 104 | Cover Page Interactive Data File. Formatted as inline XBRL and contained in Exhibit 101. |
‡ Certain instruments defining the rights of holders of long-term debt of the registrants included in the financial statements of registrants filed herewith have been omitted because the total amount of securities authorized thereunder does not exceed 10% of the total assets of registrants. The registrants hereby agree to furnish a copy of any such omitted instrument to the SEC upon request.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
E-11
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