American Electric Power 10-K 2022-12-31
Filed 2023-02-23. 23 sections, 2073K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON**, D.C. 20549**
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to_________
| Commission | Registrants; | I.R.S. Employer | ||||||||||||||||||||||||||||||
| File Number | Address and Telephone Number | States of Incorporation | Identification Nos. | |||||||||||||||||||||||||||||
| 1-3525 | AMERICAN ELECTRIC POWER CO INC. | New York | 13-4922640 | |||||||||||||||||||||||||||||
| 333-221643 | AEP TEXAS INC. | Delaware | 51-0007707 | |||||||||||||||||||||||||||||
| 333-217143 | AEP TRANSMISSION COMPANY, LLC | Delaware | 46-1125168 | |||||||||||||||||||||||||||||
| 1-3457 | APPALACHIAN POWER COMPANY | Virginia | 54-0124790 | |||||||||||||||||||||||||||||
| 1-3570 | INDIANA MICHIGAN POWER COMPANY | Indiana | 35-0410455 | |||||||||||||||||||||||||||||
| 1-6543 | OHIO POWER COMPANY | Ohio | 31-4271000 | |||||||||||||||||||||||||||||
| 0-343 | PUBLIC SERVICE COMPANY OF OKLAHOMA | Oklahoma | 73-0410895 | |||||||||||||||||||||||||||||
| 1-3146 | SOUTHWESTERN ELECTRIC POWER COMPANY | Delaware | 72-0323455 | |||||||||||||||||||||||||||||
| 1 Riverside Plaza, | Columbus, | Ohio | 43215-2373 | |||||||||||||||||||||||||||||
| Telephone | (614) | 716-1000 |
Securities registered pursuant to Section 12(b) of the Act:
| Registrant | Title of each class | Trading Symbol | Name of Each Exchange on Which Registered | |||||||||||||||||
| American Electric Power Company Inc. | Common Stock, $6.50 par value | AEP | The NASDAQ Stock Market LLC | |||||||||||||||||
| American Electric Power Company Inc. | 6.125% Corporate Units | AEPPZ | The NASDAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
| Indicate by check mark if the registrant American Electric Power Company, Inc., AEP Texas Inc., AEP Transmission Company, LLC, Appalachian Power Company, Ohio Power Company and Southwestern Electric Power Company, are well-known seasoned issuers, as defined in Rule 405 of the Securities Act. | Yes | x | No | ¨ | ||||||||||
| Indicate by check mark if the registrants Indiana Michigan Power Company and Public Service Company of Oklahoma, are well-known seasoned issuers, as defined in Rule 405 of the Securities Act. | Yes | ¨ | No | x | ||||||||||
| Indicate by check mark if the registrants are not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. | Yes | ¨ | No | x | ||||||||||
| Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. | Yes | x | No | ¨ | ||||||||||
| Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | Yes | x | No | ¨ |
| Indicate by check mark whether American Electric Power Company, Inc. is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | |||||||||||||||||||||||
| Large Accelerated filer | x | Accelerated filer | ☐ | Non-accelerated filer | ☐ | ||||||||||||||||||
| Smaller reporting company | ☐ | Emerging growth company | ☐ |
| Indicate by check mark whether AEP Texas Inc., AEP Transmission Company, LLC, Appalachian Power Company, Indiana Michigan Power Company, Ohio Power Company, Public Service Company of Oklahoma and Southwestern Electric Power Company are large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies, or emerging growth companies. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | |||||||||||||||||||||||
| Large Accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | x | ||||||||||||||||||
| Smaller reporting company | ☐ | Emerging growth company | ☐ |
| If an emerging growth company, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | |||||||||||||||||
| ☐ |
| Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. | |||||||||||||||||
| ☒ | |||||||||||||||||
| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | |||||||||||||||||
| ¨ | |||||||||||||||||
| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). | |||||||||||||||||
| ¨ |
| Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act). | Yes | ☐ | No | x |
AEP Texas Inc., AEP Transmission Company, LLC, Appalachian Power Company, Indiana Michigan Power Company, Ohio Power Company, Public Service Company of Oklahoma and Southwestern Electric Power Company meet the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and are therefore filing this Form 10-K with the reduced disclosure format specified in General Instruction I(2) to such Form 10-K.
| Aggregate Market Value of Voting and Non-Voting Common Equity Held by Nonaffiliates of the Registrants as of June 30, 2022 the Last Trading Date of the Registrants' Most Recently Completed Second Fiscal Quarter | Number of Shares of Common Stock Outstanding of the Registrants as of December 31, 2022 | |||||||||||||
| American Electric Power Company, Inc. | $49,300,311,811 | 513,866,081 | ||||||||||||
| ($6.50 par value) | ||||||||||||||
| AEP Texas Inc. | None | 100 | ||||||||||||
| ($0.01 par value) | ||||||||||||||
| AEP Transmission Company, LLC (a) | None | NA | ||||||||||||
| Appalachian Power Company | None | 13,499,500 | ||||||||||||
| (no par value) | ||||||||||||||
| Indiana Michigan Power Company | None | 1,400,000 | ||||||||||||
| (no par value) | ||||||||||||||
| Ohio Power Company | None | 27,952,473 | ||||||||||||
| (no par value) | ||||||||||||||
| Public Service Company of Oklahoma | None | 9,013,000 | ||||||||||||
| ($15 par value) | ||||||||||||||
| Southwestern Electric Power Company | None | 3,680 | ||||||||||||
| ($18 par value) |
(a)100% interest is held by AEP Transmission Holdco.
NA Not applicable.
Note on Market Value of Common Equity Held by Nonaffiliates
American Electric Power Company, Inc. owns all of the common stock of AEP Texas Inc., Appalachian Power Company, Indiana Michigan Power Company, Ohio Power Company, Public Service Company of Oklahoma and Southwestern Electric Power Company and, indirectly, all of the LLC membership interest in AEP Transmission Company, LLC (see Item 12 herein).
Documents Incorporated By Reference
| Description | Part of Form 10-K into which Document is Incorporated | |||||||
| Portions of Proxy Statement of American Electric Power Company, Inc. for 2023 Annual Meeting of Shareholders. | Part III |
This combined Form 10-K is separately filed by American Electric Power Company, Inc., AEP Texas Inc., AEP Transmission Company, LLC, Appalachian Power Company, Indiana Michigan Power Company, Ohio Power Company, Public Service Company of Oklahoma and Southwestern Electric Power Company. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. Except for American Electric Power Company, Inc., each registrant makes no representation as to information relating to the other registrants.
You can access financial and other information at AEP’s website, including AEP’s Principles of Business Conduct, certain committee charters and Principles of Corporate Governance. The address is www.AEP.com. Investors can obtain copies of our SEC filings from this site free of charge, as well as from the SEC website at www.sec.gov.
TABLE OF CONTENTS
| Item Number | Page Number | |||||||
| Glossary of Terms | i | |||||||
| Forward-Looking Information | vii | |||||||
| PART I | ||||||||
| 1 | Business | |||||||
| General | 1 | |||||||
| Business Segments | 15 | |||||||
| Vertically Integrated Utilities | 15 | |||||||
| Transmission and Distribution Utilities | 22 | |||||||
| AEP Transmission Holdco | 24 | |||||||
| Generation & Marketing | 27 | |||||||
| Executive Officers of AEP | 30 | |||||||
| 1A | Risk Factors | 32 | ||||||
| 1B | Unresolved Staff Comments | 45 | ||||||
| 2 | Properties | 45 | ||||||
| Generation Facilities | 45 | |||||||
| Transmission and Distribution Facilities | 51 | |||||||
| Title to Property | 51 | |||||||
| System Transmission Lines and Facility Siting | 52 | |||||||
| Construction Program | 52 | |||||||
| Potential Uninsured Losses | 52 | |||||||
| 3 | Legal Proceedings | 52 | ||||||
| 4 | Mine Safety Disclosure | 52 | ||||||
| PART II | ||||||||
| 5 | Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 54 | ||||||
| 6 | Reserved | 55 | ||||||
| 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 55 | ||||||
| 7A | Quantitative and Qualitative Disclosures about Market Risk | 55 | ||||||
| 8 | Financial Statements and Supplementary Data | 55 | ||||||
| 9 | Changes i****n and Disagreements with Accountants on Accounting and Financial Disclosure | 428 | ||||||
| 9A | Controls and Procedures | 428 | ||||||
| 9B | Other Information | 428 | ||||||
| 9C | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 428 | ||||||
| PART III | ||||||||
| 10 | Directors, Executive Officers and Corporate Governance | 429 | ||||||
| 11 | Executive Compensation | 429 | ||||||
| 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 430 | ||||||
| 13 | Certain Relationships and Related Transactions and Director Independence | 430 | ||||||
| 14 | Principal Accounting Fees and Services | 431 | ||||||
| PART IV | ||||||||
| 15 | Exhibits and Financial Statement Schedules | |||||||
| Financial Statements | 432 | |||||||
| 16 | Form 10-K Summary | 433 | ||||||
| Signatures | 434 | |||||||
| Index of Financial Statement Schedules | S-1 | |||||||
| Exhibit Index | E-1 |
GLOSSARY OF TERMS
When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below.
| Term | Meaning | |||||||
| AEGCo | AEP Generating Company, an AEP electric utility subsidiary. | |||||||
| AEP | American Electric Power Company, Inc., an investor-owned electric public utility holding company which includes American Electric Power Company, Inc. (Parent) and majority-owned consolidated subsidiaries and consolidated affiliates. | |||||||
| AEP Credit | AEP Credit, Inc., a consolidated VIE of AEP which securitizes accounts receivable and accrued utility revenues for affiliated electric utility companies. | |||||||
| AEP East Companies | APCo, I&M, KGPCo, KPCo, OPCo and WPCo. | |||||||
| AEP Energy | AEP Energy, Inc., a wholly-owned retail electric supplier for customers in Ohio, Illinois and other deregulated electricity markets throughout the United States. | |||||||
| AEP Energy Supply, LLC | A nonregulated holding company for AEP’s competitive generation, wholesale and retail businesses, and a wholly-owned subsidiary of AEP. | |||||||
| AEP OnSite Partners | A division of AEP Energy Supply, LLC that builds, owns, operates and maintains customer solutions utilizing existing and emerging distributed technologies. | |||||||
| AEP Renewables | A division of AEP Energy Supply, LLC that develops and/or acquires large scale renewable projects that are backed with long-term contracts with creditworthy counter parties. | |||||||
| AEP System | American Electric Power System, an electric system, owned and operated by AEP subsidiaries. | |||||||
| AEP Texas | AEP Texas Inc., an AEP electric utility subsidiary. | |||||||
| AEP Transmission Holdco | AEP Transmission Holding Company, LLC, a wholly-owned subsidiary of AEP. | |||||||
| AEP Wind Holdings, LLC | Acquired in April 2019 as Sempra Renewables LLC, develops, owns and operates, or holds interests in, wind generation facilities in the United States. | |||||||
| AEPEP | AEP Energy Partners, Inc., a subsidiary of AEP dedicated to wholesale marketing and trading, hedging activities, asset management and commercial and industrial sales in deregulated markets. | |||||||
| AEPRO | AEP River Operations, LLC, a commercial barge operation sold in November 2015. | |||||||
| AEPSC | American Electric Power Service Corporation, an AEP service subsidiary providing management and professional services to AEP and its subsidiaries. | |||||||
| AEPTCo | AEP Transmission Company, LLC, a wholly-owned subsidiary of AEP Transmission Holdco, is an intermediate holding company that owns the State Transcos. | |||||||
| AEPTCo Parent | AEP Transmission Company, LLC, the holding company of the State Transcos within the AEPTCo consolidation. | |||||||
| AEPTHCo | AEP Transmission Holding Company, LLC, a subsidiary of AEP, an intermediate holding company that owns transmission operations joint ventures and AEPTCo. | |||||||
| AFUDC | Allowance for Equity Funds Used During Construction. | |||||||
| AGR | AEP Generation Resources Inc., a competitive AEP subsidiary in the Generation & Marketing segment. | |||||||
| ALJ | Administrative Law Judge. | |||||||
| AOCI | Accumulated Other Comprehensive Income. | |||||||
| APCo | Appalachian Power Company, an AEP electric utility subsidiary. | |||||||
| Appalachian Consumer Rate Relief Funding | Appalachian Consumer Rate Relief Funding LLC, a wholly-owned subsidiary of APCo and a consolidated VIE formed for the purpose of issuing and servicing securitization bonds related to the under-recovered ENEC deferral balance. | |||||||
| APTCo | AEP Appalachian Transmission Company, Inc., a wholly-owned AEPTCo transmission subsidiary. |
i
| Term | Meaning | |||||||
| APSC | Arkansas Public Service Commission. | |||||||
| ARAM | Average Rate Assumption Method, an IRS approved method used to calculate the reversal of Excess ADIT for rate-making purposes. | |||||||
| ARO | Asset Retirement Obligations. | |||||||
| ASU | Accounting Standards Update. | |||||||
| ATM | At-the-Market. | |||||||
| CAA | Clean Air Act. | |||||||
| CARES Act | Coronavirus Aid, Relief, and Economic Security Act signed into law in March 2020. | |||||||
| CCR | Coal Combustion Residual. | |||||||
| CLECO | Central Louisiana Electric Company, a nonaffiliated utility company. | |||||||
| CO2 | Carbon dioxide and other greenhouse gases. | |||||||
| CO2e | Carbon dioxide equivalent. | |||||||
| Conesville Plant | A retired, single unit coal-fired generation plant totaling 651 MW located in Conesville, Ohio. The plant was jointly-owned by AGR and a nonaffiliate. | |||||||
| Cook Plant | Donald C. Cook Nuclear Plant, a two-unit, 2,296 MW nuclear plant owned by I&M. | |||||||
| COVID-19 | Coronavirus 2019, a highly infectious respiratory disease. In March 2020, the World Health Organization declared COVID-19 a worldwide pandemic. | |||||||
| CRES provider | Competitive Retail Electric Service providers under Ohio law that target retail customers by offering alternative generation service. | |||||||
| CSAPR | Cross-State Air Pollution Rule. | |||||||
| CSPCo | Columbus Southern Power Company, a former AEP electric utility subsidiary that was merged into OPCo effective December 31, 2011. | |||||||
| CWA | Clean Water Act. | |||||||
| CWIP | Construction Work in Progress. | |||||||
| DCC Fuel | DCC Fuel XI, DCC Fuel XII, DCC Fuel XIII, DCC Fuel XIV, DCC Fuel XV, DCC Fuel XVI, DCC Fuel XVII and DCC Fuel XVIII consolidated VIEs formed for the purpose of acquiring, owning and leasing nuclear fuel to I&M. | |||||||
| Desert Sky | Desert Sky Wind Farm LLC, a 170 MW wind electricity generation facility located on Indian Mesa in Pecos County, Texas in which AEP owns a 100% interest. | |||||||
| DHLC | Dolet Hills Lignite Company, LLC, a wholly-owned lignite mining subsidiary of SWEPCo. | |||||||
| DIR | Distribution Investment Rider. | |||||||
| DOE | U. S. Department of Energy. | |||||||
| EIS | Energy Insurance Services, Inc., a nonaffiliated captive insurance company and consolidated VIE of AEP. | |||||||
| ELG | Effluent Limitation Guidelines. | |||||||
| ENEC | Expanded Net Energy Cost. | |||||||
| Equity Units | AEP’s Equity Units issued in August 2020 and March 2019. | |||||||
| ERCOT | Electric Reliability Council of Texas regional transmission organization. | |||||||
| ESP | Electric Security Plans, a PUCO requirement for electric utilities to adjust their rates by filing with the PUCO. | |||||||
| ETT | Electric Transmission Texas, LLC, an equity interest joint venture between AEP Transmission Holdco and Berkshire Hathaway Energy Company formed to own and operate electric transmission facilities in ERCOT. | |||||||
| Excess ADIT | Excess accumulated deferred income taxes. | |||||||
| FAC | Fuel Adjustment Clause. | |||||||
| FASB | Financial Accounting Standards Board. | |||||||
| Federal EPA | United States Environmental Protection Agency. | |||||||
| FERC | Federal Energy Regulatory Commission. |
ii
| Term | Meaning | |||||||
| FGD | Flue Gas Desulfurization or scrubbers. | |||||||
| FIP | Federal Implementation Plan. | |||||||
| FTR | Financial Transmission Right, a financial instrument that entitles the holder to receive compensation for certain congestion-related transmission charges that arise when the power grid is congested resulting in differences in locational prices. | |||||||
| GAAP | Accounting Principles Generally Accepted in the United States of America. | |||||||
| GHG | Greenhouse gas. | |||||||
| I&M | Indiana Michigan Power Company, an AEP electric utility subsidiary. | |||||||
| IMTCo | AEP Indiana Michigan Transmission Company, Inc., a wholly-owned AEPTCo transmission subsidiary. | |||||||
| IRA | On August 16, 2022 President Biden signed into law legislation commonly referred to as the “Inflation Reduction Act” (IRA). | |||||||
| IRS | Internal Revenue Service. | |||||||
| ITC | Investment Tax Credit. | |||||||
| IURC | Indiana Utility Regulatory Commission. | |||||||
| KGPCo | Kingsport Power Company, an AEP electric utility subsidiary. | |||||||
| KPCo | Kentucky Power Company, an AEP electric utility subsidiary. | |||||||
| KPSC | Kentucky Public Service Commission. | |||||||
| KTCo | AEP Kentucky Transmission Company, Inc., a wholly-owned AEPTCo transmission subsidiary. | |||||||
| kV | Kilovolt. | |||||||
| KWh | Kilowatt-hour. | |||||||
| Liberty | Liberty Utilities Co., a subsidiary of Algonquin Power & Utilities Corporation. | |||||||
| LPSC | Louisiana Public Service Commission. | |||||||
| MATS | Mercury and Air Toxic Standards. | |||||||
| Maverick | Maverick, part of the North Central Wind Energy Facilities, consists of 287 MWs of wind generation in Oklahoma. | |||||||
| MISO | Midcontinent Independent System Operator. | |||||||
| Mitchell Plant | A two unit, 1,560 MW coal-fired power plant located in Moundsville, West Virginia. The plant is jointly owned by KPCo and WPCo. | |||||||
| MMBtu | Million British Thermal Units. | |||||||
| MPSC | Michigan Public Service Commission. | |||||||
| MTM | Mark-to-Market. | |||||||
| MW | Megawatt. | |||||||
| MWh | Megawatt-hour. | |||||||
| NAAQS | National Ambient Air Quality Standards. | |||||||
| NERC | North American Electric Reliability Corporation. | |||||||
| Nonutility Money Pool | Centralized funding mechanism AEP uses to meet the short-term cash requirements of certain nonutility subsidiaries. | |||||||
| NCWF | North Central Wind Energy Facilities, a joint PSO and SWEPCo project, which includes three Oklahoma wind facilities totaling approximately 1,484 MWs of wind generation. | |||||||
| NOL | Net operating losses. | |||||||
| NOLC | Net operating loss carryforwards. | |||||||
| NOx | Nitrogen oxide. | |||||||
| NPDES | National Pollutant Discharge Elimination System. | |||||||
| NRC | Nuclear Regulatory Commission. | |||||||
| NSR | New Source Review. |
iii
| Term | Meaning | |||||||
| OATT | Open Access Transmission Tariff. | |||||||
| OCC | Corporation Commission of the State of Oklahoma. | |||||||
| ODFA | Oklahoma Development Finance Authority. | |||||||
| OHTCo | AEP Ohio Transmission Company, Inc., a wholly-owned AEPTCo transmission subsidiary. | |||||||
| Oklaunion Power Station | A retired, single unit coal-fired generation plant totaling 650 MW located in Vernon, Texas. The plant was jointly-owned by AEP Texas, PSO and certain nonaffiliated entities. | |||||||
| OKTCo | AEP Oklahoma Transmission Company, Inc., a wholly-owned AEPTCo transmission subsidiary. | |||||||
| OPCo | Ohio Power Company, an AEP electric utility subsidiary. | |||||||
| OPEB | Other Postretirement Benefits. | |||||||
| Operating Agreement | Agreement, dated January 1, 1997, as amended, by and among PSO and SWEPCo governing generating capacity allocation, energy pricing, and revenues and costs of third-party sales. AEPSC acts as the agent. | |||||||
| OTC | Over-the-counter. | |||||||
| OVEC | Ohio Valley Electric Corporation, which is 43.47% owned by AEP. | |||||||
| Parent | American Electric Power Company, Inc., the equity owner of AEP subsidiaries within the AEP consolidation. | |||||||
| PATH-WV | PATH West Virginia Transmission Company, LLC, a joint venture-owned 50% by FirstEnergy and 50% by AEP. | |||||||
| PCA | Power Coordination Agreement among APCo, I&M, KPCo and WPCo. | |||||||
| PFD | Proposal for Decision. | |||||||
| PJM | Pennsylvania – New Jersey – Maryland regional transmission organization. | |||||||
| PM | Particulate Matter. | |||||||
| PPA | Purchase Power and Sale Agreement. | |||||||
| PSA | Purchase and Sale Agreement. | |||||||
| PSO | Public Service Company of Oklahoma, an AEP electric utility subsidiary. | |||||||
| PTC | Production Tax Credit. | |||||||
| PUCO | Public Utilities Commission of Ohio. | |||||||
| PUCT | Public Utility Commission of Texas. | |||||||
| Racine | A generation plant consisting of two hydroelectric generating units totaling 48 MWs located in Racine, Ohio and formerly owned by AGR. Racine was sold to a nonaffiliate in December 2021. | |||||||
| Registrant Subsidiaries | AEP subsidiaries which are SEC registrants: AEP Texas, AEPTCo, APCo, I&M, OPCo, PSO and SWEPCo. | |||||||
| Registrants | SEC registrants: AEP, AEP Texas, AEPTCo, APCo, I&M, OPCo, PSO and SWEPCo. | |||||||
| REP | Texas Retail Electric Provider. | |||||||
| Restoration Funding | AEP Texas Restoration Funding LLC, a wholly-owned subsidiary of AEP Texas and a consolidated VIE formed for the purpose of issuing and servicing securitization bonds related to storm restoration in Texas primarily caused by Hurricane Harvey. | |||||||
| Risk Management Contracts | Trading and non-trading derivatives, including those derivatives designated as cash flow and fair value hedges. | |||||||
| Rockport Plant | A generation plant, jointly-owned by AEGCo and I&M, consisting of two 1,310 MW coal-fired generating units near Rockport, Indiana. | |||||||
| ROE | Return on Equity. | |||||||
| RPM | Reliability Pricing Model. | |||||||
| RTO | Regional Transmission Organization, responsible for moving electricity over large interstate areas. |
iv
| Term | Meaning | |||||||
| Sabine | Sabine Mining Company, a lignite mining company that is a consolidated VIE for AEP and SWEPCo. | |||||||
| Santa Rita East | Santa Rita East Wind Holdings, LLC, a consolidated VIE whose sole purpose is to own and operate a 302 MW wind generation facility in west Texas in which AEP owns an 85% interest. | |||||||
| SEC | U.S. Securities and Exchange Commission. | |||||||
| Sempra Renewables LLC | Sempra Renewables LLC, acquired in April 2019 (subsequently renamed as AEP Wind Holdings LLC), consists of 724 MWs of wind generation and battery assets in the United States. | |||||||
| SIA | System Integration Agreement, effective June 15, 2000, as amended, provides contractual basis for coordinated planning, operation and maintenance of the power supply sources of the combined AEP. | |||||||
| SIP | State Implementation Plan. | |||||||
| SNF | Spent Nuclear Fuel. | |||||||
| SO2 | Sulfur dioxide. | |||||||
| SPP | Southwest Power Pool regional transmission organization. | |||||||
| SSO | Standard service offer. | |||||||
| State Transcos | AEPTCo’s seven wholly-owned, FERC regulated, transmission only electric utilities, which are geographically aligned with AEP's existing utility operating companies. | |||||||
| Sundance | Sundance, acquired in April 2021 as part of the North Central Wind Energy Facilities, consists of 199 MWs of wind generation in Oklahoma. | |||||||
| SWEPCo | Southwestern Electric Power Company, an AEP electric utility subsidiary. | |||||||
| SWTCo | AEP Southwestern Transmission Company, Inc., a wholly-owned AEPTCo transmission subsidiary. | |||||||
| TA | Transmission Agreement, effective November 2010, among APCo, I&M, KGPCo, KPCo, OPCo and WPCo with AEPSC as agent. | |||||||
| Tax Reform | On December 22, 2017, President Trump signed into law legislation referred to as the “Tax Cuts and Jobs Act” (the TCJA). The TCJA includes significant changes to the Internal Revenue Code of 1986, including a reduction in the corporate federal income tax rate from 35% to 21% effective January 1, 2018. | |||||||
| TCA | Transmission Coordination Agreement dated January 1, 1997, by and among, PSO, SWEPCo and AEPSC, in connection with the operation of the transmission assets of the two public utility subsidiaries. | |||||||
| Transition Funding | AEP Texas Central Transition Funding III LLC, a wholly-owned subsidiary of AEP Texas and consolidated VIE formed for the purpose of issuing and servicing securitization bonds related to restructuring legislation in Texas. | |||||||
| Transource Energy | Transource Energy, LLC, a consolidated VIE formed for the purpose of investing in utilities which develop, acquire, construct, own and operate transmission facilities in accordance with FERC-approved rates. | |||||||
| Traverse | Traverse, part of the North Central Wind Energy Facilities, consists of 998 MWs of wind generation in Oklahoma. | |||||||
| Trent | Trent Wind Farm LLC, a 156 MW wind electricity generation facility located in west Texas in which AEP owns a 100% interest. | |||||||
| Turk Plant | John W. Turk, Jr. Plant, a 650 MW coal-fired plant in Arkansas that is 73% owned by SWEPCo. | |||||||
| UMWA | United Mine Workers of America. | |||||||
| UPA | Unit Power Agreement. | |||||||
| Utility Money Pool | Centralized funding mechanism AEP uses to meet the short-term cash requirements of certain utility subsidiaries. | |||||||
| VIE | Variable Interest Entity. | |||||||
| Virginia SCC | Virginia State Corporation Commission. |
v
| Term | Meaning | |||||||
| WPCo | Wheeling Power Company, an AEP electric utility subsidiary. | |||||||
| WVPSC | Public Service Commission of West Virginia. | |||||||
| WVTCo | AEP West Virginia Transmission Company, Inc., a wholly-owned AEPTCo transmission subsidiary. |
vi
FORWARD-LOOKING INFORMATION
This report made by the Registrants contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Many forward-looking statements appear in “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations,” but there are others throughout this document which may be identified by words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “will,” “should,” “could,” “would,” “project,” “continue” and similar expressions, and include statements reflecting future results or guidance and statements of outlook. These matters are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Forward-looking statements in this document are presented as of the date of this document. Except to the extent required by applicable law, management undertakes no obligation to update or revise any forward-looking statement. Among the factors that could cause actual results to differ materially from those in the forward-looking statements are:
| • | Changes in economic conditions, electric market demand and demographic patterns in AEP service territories. | ||||
| • | The impact of pandemics and any associated disruption of AEP’s business operations due to impacts on economic or market conditions, costs of compliance with potential government regulations, electricity usage, supply chain issues, customers, service providers, vendors and suppliers. | ||||
| • | The economic impact of increased global trade tensions including the conflict between Russia and Ukraine, and the adoption or expansion of economic sanctions or trade restrictions. | ||||
| • | Inflationary or deflationary interest rate trends. | ||||
| • | Volatility and disruptions in financial markets precipitated by any cause, including failure to make progress on federal budget or debt ceiling matters; particularly developments affecting the availability or cost of capital to finance new capital projects and refinance existing debt. | ||||
| • | The availability and cost of funds to finance working capital and capital needs, particularly (i) if expected sources of capital, such as proceeds from the sale of assets or subsidiaries, do not materialize or do not materialize at the level anticipated, and (ii) during periods when the time lag between incurring costs and recovery is long and the costs are material. | ||||
| • | Decreased demand for electricity. | ||||
| • | Weather conditions, including storms and drought conditions, and the ability to recover significant storm restoration costs. | ||||
| • | The cost of fuel and its transportation, the creditworthiness and performance of fuel suppliers and transporters and the cost of storing and disposing of used fuel, including coal ash and SNF. | ||||
| • | The availability of fuel and necessary generation capacity and the performance of generation plants. | ||||
| • | The ability to recover fuel and other energy costs through regulated or competitive electric rates. | ||||
| • | The ability to transition from fossil generation and the ability to build or acquire renewable generation, transmission lines and facilities (including the ability to obtain any necessary regulatory approvals and permits) when needed at acceptable prices and terms, including favorable tax treatment, and to recover those costs. | ||||
| • | New legislation, litigation or government regulation, including changes to tax laws and regulations, oversight of nuclear generation, energy commodity trading and new or heightened requirements for reduced emissions of sulfur, nitrogen, mercury, carbon, soot or PM and other substances that could impact the continued operation, cost recovery and/or profitability of generation plants and related assets. | ||||
| • | The impact of federal tax legislation on results of operations, financial condition, cash flows or credit ratings. | ||||
| • | The risks before, during and after generation of electricity associated with the fuels used or the byproducts and wastes of such fuels, including coal ash and SNF. | ||||
| • | Timing and resolution of pending and future rate cases, negotiations and other regulatory decisions, including rate or other recovery of new investments in generation, distribution and transmission service and environmental compliance. | ||||
| • | Resolution of litigation. | ||||
| • | The ability to constrain operation and maintenance costs. | ||||
| • | Prices and demand for power generated and sold at wholesale. |
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| • | Changes in technology, particularly with respect to energy storage and new, developing, alternative or distributed sources of generation. | ||||
| • | The ability to recover through rates any remaining unrecovered investment in generation units that may be retired before the end of their previously projected useful lives. | ||||
| • | Volatility and changes in markets for coal and other energy-related commodities, particularly changes in the price of natural gas. | ||||
| • | The impact of changing expectations and demands of customers, regulators, investors and stakeholders, including heightened emphasis on environmental, social and governance concerns. | ||||
| • | Changes in utility regulation and the allocation of costs within RTOs including ERCOT, PJM and SPP. | ||||
| • | Changes in the creditworthiness of the counterparties with contractual arrangements, including participants in the energy trading market. | ||||
| • | Actions of rating agencies, including changes in the ratings of debt. | ||||
| • | The impact of volatility in the capital markets on the value of the investments held by the pension, OPEB, captive insurance entity and nuclear decommissioning trust and the impact of such volatility on future funding requirements. | ||||
| • | Accounting standards periodically issued by accounting standard-setting bodies. | ||||
| • | Other risks and unforeseen events, including wars and military conflicts, the effects of terrorism (including increased security costs), embargoes, naturally occurring and human-caused fires, cyber-security threats and other catastrophic events. | ||||
| • | The ability to attract and retain the requisite work force and key personnel. |
The forward-looking statements of the Registrants speak only as of the date of this report or as of the date they are made. The Registrants expressly disclaim any obligation to update any forward-looking information, except as required by law. For a more detailed discussion of these factors, see “Risk Factors” in Part I of this report.
The Registrants may use AEP’s website as a distribution channel for material company information. Financial and other important information regarding the Registrants is routinely posted on and accessible through AEP’s website at www.aep.com/investors/. In addition, you may automatically receive email alerts and other information about the Registrants when you enroll your email address by visiting the “Email Alerts” section at www.aep.com/investors/.
Company Website and Availability of SEC Filings
Our principal corporate website address is www.aep.com. Information on our website is not incorporated by reference herein and is not part of this Form 10-K. We make available free of charge through our website our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding AEP.
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PART I
Item 1. BUSINESS
GENERAL
Overview and Description of Major Subsidiaries
AEP was incorporated under the laws of the State of New York in 1906 and reorganized in 1925. It is a public utility holding company that owns, directly or indirectly, all of the outstanding common stock of its public utility subsidiaries and varying percentages of other subsidiaries.
The service areas of AEP’s public utility subsidiaries cover portions of the states of Arkansas, Indiana, Kentucky, Louisiana, Michigan, Ohio, Oklahoma, Tennessee, Texas, Virginia and West Virginia. Transmission networks are interconnected with extensive distribution facilities in the territories served. The public utility subsidiaries of AEP have traditionally provided electric service, consisting of generation, transmission and distribution, on an integrated basis to their retail customers. Restructuring laws in Michigan, Ohio and the ERCOT area of Texas have caused AEP public utility subsidiaries in those states to unbundle previously integrated regulated rates for their retail customers.
The member companies of the AEP System have contractual, financial and other business relationships with the other member companies, such as participation in the AEP System savings and retirement plans and tax returns, sales of electricity and transportation and handling of fuel. The companies of the AEP System also obtain certain accounting, administrative, information systems, engineering, financial, legal, maintenance and other services at cost from a common provider, AEPSC.
As of December 31, 2022, the subsidiaries of AEP had a total of 16,974 employees. Because it is a holding company rather than an operating company, AEP has no employees. The material subsidiaries of AEP are as follows:
AEP Texas
Organized in Delaware in 1925, AEP Texas is engaged in the transmission and distribution of electric power to approximately 1,094,000 retail customers through REPs in west, central and southern Texas. As of December 31, 2022, AEP Texas had 1,594 employees. Among the principal industries served by AEP Texas are petroleum and coal products manufacturing, chemical manufacturing, oil and gas extraction, pipeline transportation and support activities for mining. The territory served by AEP Texas also includes several military installations. AEP Texas is a member of ERCOT. AEP Texas is part of AEP’s Transmission and Distribution Utilities segment.
AEPTCo
Organized in Delaware in 2006, AEPTCo is a holding company for the State Transcos. The State Transcos develop and own new transmission assets that are physically connected to the AEP System. Individual State Transcos (a) have obtained the approvals necessary to operate in Indiana, Kentucky, Michigan, Ohio, Oklahoma and West Virginia, subject to any applicable siting requirements, (b) are authorized to submit projects for commission approval in Virginia and (c) have been granted consent to enter into a joint license agreement that will support investment in Tennessee. Neither AEPTCo nor its subsidiaries have any employees. Instead, AEPSC and certain AEP utility subsidiaries provide services to these entities. AEPTCo is part of the AEP Transmission Holdco segment.
APCo
Organized in Virginia in 1926, APCo is engaged in the generation, transmission and distribution of electric power to approximately 965,000 retail customers in the southwestern portion of Virginia and southern West Virginia, and in supplying and marketing electric power at wholesale to other electric utility companies, municipalities and other market participants. APCo owns 6,681 MWs of generating capacity. APCo uses its generation to serve its retail and other customers. As of December 31, 2022, APCo had 1,650 employees. Among the principal industries served by APCo are coal-mining, primary metals, pipeline transportation, chemical manufacturing and paper manufacturing. APCo is a member of PJM. APCo is part of AEP’s Vertically Integrated Utilities segment.
I&M
Organized in Indiana in 1907, I&M is engaged in the generation, transmission and distribution of electric power to approximately 609,000 retail customers in northern and eastern Indiana and southwestern Michigan, and in supplying and marketing electric power at wholesale to other electric utility companies, rural electric cooperatives, municipalities and other market participants. I&M owns or leases 3,662 MWs of generating capacity, which it uses to serve its retail and other customers. In December 2022, the Rockport Plant, Unit 2 lease ended and I&M and AEGCo acquired 100% of the interests in the Rockport Plant. AEGCo’s 50% ownership share of Rockport Plant, Unit 2 is being billed to I&M under a FERC-approved UPA. I&M’s purchased power from AEGCo and I&M’s 50% ownership share of Rockport Plant, Unit 2 electricity generated represents a merchant resource for I&M until Rockport Plant, Unit 2 is retired in 2028. As of December 31, 2022, I&M had 2,016 employees. Among the principal industries served are primary metals, transportation equipment, chemical manufacturing, plastics and rubber products and fabricated metal product manufacturing. I&M is a member of PJM. I&M is part of AEP’s Vertically Integrated Utilities segment.
KPCo
Organized in Kentucky in 1919, KPCo is engaged in the generation, transmission and distribution of electric power to approximately 163,000 retail customers in eastern Kentucky, and in supplying and marketing electric power at wholesale to other electric utility companies, municipalities and other market participants. KPCo owns 1,075 MWs of generating capacity. KPCo uses its generation to serve its retail and other customers. As of December 31, 2022, KPCo had 285 employees. Among the principal industries served are petroleum and coal products manufacturing, chemical manufacturing, coal-mining, oil and gas extraction and pipeline transportation. KPCo is a member of PJM. KPCo is part of AEP’s Vertically Integrated Utilities segment. In October 2021, AEP entered into a Stock Purchase Agreement to sell KPCo to Liberty Utilities Co. The closing of the sale is subject to receipt of FERC authorization under Section 203 of the Federal Power Act and clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. See “Disposition of KPCo and KTCo” section of Note 7 for additional information.
KGPCo
Organized in Virginia in 1917, KGPCo provides electric service to approximately 49,000 retail customers in Kingsport and eight neighboring communities in northeastern Tennessee. KGPCo does not own any generating facilities and is a member of PJM. It purchases electric power from APCo for distribution to its customers. As of December 31, 2022, KGPCo had 53 employees. KGPCo is part of AEP’s Vertically Integrated Utilities segment.
OPCo
Organized in Ohio in 1907 and re-incorporated in 1924, OPCo is engaged in the transmission and distribution of electric power to approximately 1,521,000 retail customers in Ohio. OPCo purchases energy and capacity at auction to serve generation service customers who have not switched to a competitive generation supplier. As of December 31, 2022, OPCo had 1,713 employees. Among the principal industries served by OPCo are primary metals, petroleum and coal products manufacturing, plastics and rubber products, chemical manufacturing, pipeline transportation and data centers. OPCo is a member of PJM. OPCo is part of AEP’s Transmission and Distribution Utilities segment.
PSO
Organized in Oklahoma in 1913, PSO is engaged in the generation, transmission and distribution of electric power to approximately 575,000 retail customers in eastern and southwestern Oklahoma, and in supplying and marketing electric power at wholesale to other electric utility companies, municipalities, rural electric cooperatives and other market participants. PSO owns 4,380 MWs of generating capacity, which it uses to serve its retail and other customers. As of December 31, 2022, PSO had 1,030
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Item 1A. RISK FACTORS
GENERAL RISKS OF REGULATED OPERATIONS
AEP may not be able to recover the costs of substantial planned investment in capital improvements and additions. (Applies to all Registrants)
AEP’s business plan calls for extensive investment in capital improvements and additions, including the construction of additional transmission and renewable generation facilities, modernizing existing infrastructure, installation of environmental upgrades and retrofits as well as other initiatives. AEP’s public utility subsidiaries currently provide service at rates approved by one or more regulatory commissions. If these regulatory commissions do not approve adjustments to the rates charged, affected AEP subsidiaries would not be able to recover the costs associated with their investments. This would cause financial results to be diminished.
Regulated electric revenues and earnings are dependent on federal and state regulation that may limit AEP’s ability to recover costs and other amounts. (Applies to all Registrants)
The rates customers pay to AEP regulated utility businesses are subject to approval by the FERC and the respective state utility commissions of Arkansas, Indiana, Kentucky, Louisiana, Michigan, Ohio, Oklahoma, Tennessee, Texas, Virginia and West Virginia. In certain instances, AEP’s applicable regulated utility businesses may agree to negotiated settlements related to various rate matters that are subject to regulatory approval. AEP cannot predict the ultimate outcomes of any settlements or the actions by the FERC or the respective state commissions in establishing rates.
If regulated utility earnings exceed the returns established by the relevant commissions, retail electric rates may be subject to review and possible reduction by the commissions, which may decrease future earnings. Additionally, if regulatory bodies do not allow recovery of costs incurred in providing service on a timely basis, it could reduce future net income and cash flows and negatively impact financial condition. Similarly, if recovery or other rate relief authorized in the past is overturned or reversed on appeal, future earnings could be negatively impacted. Any regulatory action or litigation outcome that triggers a reversal of a regulatory asset or deferred cost generally results in an impairment to the balance sheet and a charge to the income statement of the company involved. See Note 4 – Rate Matters included in the 2022 Annual Report for additional information.
AEP’s transmission investment strategy and execution are dependent on federal and state regulatory policy. (Applies to all Registrants)
A significant portion of AEP’s earnings is derived from transmission investments and activities. FERC policy currently favors the expansion and updating of the transmission infrastructure within its jurisdiction. If the FERC were to adopt a different policy, if states were to limit or restrict such policies, or if transmission needs do not continue or develop as projected, AEP’s strategy of investing in transmission could be impacted. Management believes AEP’s experience with transmission facilities construction and operation gives AEP an advantage over other competitors in securing authorization to install, construct and operate new transmission lines and facilities. However, there can be no assurance that PJM, SPP, ERCOT or other RTOs will authorize new transmission projects or will award such projects to AEP.
Certain elements of AEP’s transmission formula rates have been challenged, which could result in lowered rates and/or refunds of amounts previously collected and thus have an adverse effect on AEP’s business, financial condition, results of operations and cash flows. (Applies to all Registrants other than AEP Texas)
AEP provides transmission service under rates regulated by the FERC. The FERC has approved the cost-based formula rate templates used by AEP to calculate its respective annual revenue requirements, but it has not expressly approved the amount of actual capital and operating expenditures to be used in the formula rates. All aspects of AEP’s rates accepted or approved by the FERC, including the formula rate templates, the rates of return on the
actual equity portion of its respective capital structures and the approved targeted capital structures, are subject to challenge by interested parties at the FERC, or by the FERC on its own initiative. In addition, interested parties may challenge the annual implementation and calculation by AEP of its projected rates and formula rate true-up pursuant to its approved formula rate templates under AEP’s formula rate implementation protocols. If a challenger can establish that any of these aspects are unjust, unreasonable, unduly discriminatory or preferential, then the FERC can make appropriate prospective adjustments to them and/or disallow any of AEP’s inclusion of those aspects in the rate setting formula.
Inquiries related to rates of return, as well as challenges to the formula rates of other utilities, are ongoing in other proceedings at the FERC. The results of these proceedings could potentially negatively impact AEP in any future challenges to AEP’s formula rates. If the FERC orders revenue reductions, including refunds, in any future cases related to its formula rates, it could reduce future net income and cash flows and impact financial condition.
End-use consumers and entities supplying electricity to end-use consumers may also attempt to influence government and/or regulators to change the rate setting methodologies that apply to AEP, particularly if rates for delivered electricity increase substantially.
AEP faces risks related to project siting, financing, construction, permitting, governmental approvals and the negotiation of project development agreements that may impede their development and operating activities. (Applies to all Registrants)
AEP owns, develops, constructs, manages and operates electric generation, transmission and distribution facilities. A key component of AEP's growth is its ability to construct and operate these facilities. As part of these operations AEP must periodically apply for licenses and permits from various local, state, federal and other regulatory authorities and abide by their respective conditions. Should AEP be unsuccessful in obtaining necessary licenses or permits on acceptable terms or resolving third-party challenges to such licenses or permits, should there be a delay in obtaining or renewing necessary licenses or permits or should regulatory authorities initiate any associated investigations or enforcement actions or impose related penalties or disallowances, it could reduce future net income and cash flows and impact financial condition. Any failure to negotiate successful project development agreements for new facilities with third-parties could have similar results.
Changes in technology and regulatory policies may lower the value of electric utility facilities and franchises. (Applies to all Registrants)
AEP primarily generates electricity at large central facilities and delivers that electricity to customers over its transmission and distribution facilities to customers usually situated within an exclusive franchise. This method results in economies of scale and generally lower costs than newer technologies such as fuel cells and microturbines, and distributed generation using either new or existing technology. Other technologies, such as light emitting diodes (LEDs), increase the efficiency of electricity and, as a result, lower the demand for it. Changes in regulatory policies and advances in batteries or energy storage, wind turbines and photovoltaic solar cells are reducing costs of new technology to levels that are making them competitive with some central station electricity production and delivery. These developments can challenge AEP’s competitive ability to maintain relatively low cost, efficient and reliable op
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Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 2. PROPERTIES
GENERATION FACILITIES
As of December 31, 2022, the AEP System owned (or leased where indicated) generation plants, with locations and net maximum power capabilities (winter rating), are shown in the following tables:
Vertically Integrated Utilities Segment
| AEGCo | ||||||||||||||||||||||||||||||||
| Plant Name | Units | State | Fuel Type | Net Maximum Capacity (MWs) | Year Plant or First Unit Commissioned | |||||||||||||||||||||||||||
| Rockport, Units 1 and 2 – 50% of each (a) | 2 | IN | Steam - Coal | 1,310 | 1984 |
(a)Rockport Plant, Unit 2 was subject to a finance lease with a nonaffiliated company. In December 2022, the lease expired at which point I&M and AEGCo acquired 100% of the interests in Unit 2. See the “Rockport Plant Litigation” section of Note 6 included in the 2022 Annual Report for additional information.
| APCo | ||||||||||||||||||||||||||||||||
| Plant Name | Units | State | Fuel Type | Net Maximum Capacity (MWs) | Year Plant or First Unit Commissioned | |||||||||||||||||||||||||||
| Buck | 3 | VA | Hydro | 11 | 1912 | |||||||||||||||||||||||||||
| Byllesby | 4 | VA | Hydro | 19 | 1912 | |||||||||||||||||||||||||||
| Claytor | 4 | VA | Hydro | 76 | 1939 | |||||||||||||||||||||||||||
| Leesville | 2 | VA | Hydro | 50 | 1964 | |||||||||||||||||||||||||||
| London | 3 | WV | Hydro | 14 | 1935 | |||||||||||||||||||||||||||
| Marmet | 3 | WV | Hydro | 14 | 1935 | |||||||||||||||||||||||||||
| Niagara | 2 | VA | Hydro | 1 | 1906 | |||||||||||||||||||||||||||
| Winfield | 3 | WV | Hydro | 15 | 1938 | |||||||||||||||||||||||||||
| Ceredo | 6 | WV | Natural Gas | 516 | 2001 | |||||||||||||||||||||||||||
| Dresden | 3 | OH | Natural Gas | 665 | 2012 | |||||||||||||||||||||||||||
| Smith Mountain | 5 | VA | Pumped Storage | 585 | 1965 | |||||||||||||||||||||||||||
| Amos | 3 | WV | Steam - Coal | 2,930 | 1971 | |||||||||||||||||||||||||||
| Mountaineer | 1 | WV | Steam - Coal | 1,320 | 1980 | |||||||||||||||||||||||||||
| Clinch River | 2 | VA | Steam - Natural Gas | 465 | 1958 | |||||||||||||||||||||||||||
| Total MWs | 6,681 |
| I&M | ||||||||||||||||||||||||||||||||
| Plant Name | Units | State | Fuel Type | Net Maximum Capacity (MWs) | Year Plant or First Unit Commissioned | |||||||||||||||||||||||||||
| Berrien Springs | 12 | MI | Hydro | 7 | 1908 | |||||||||||||||||||||||||||
| Buchanan | 10 | MI | Hydro | 3 | 1919 | |||||||||||||||||||||||||||
| Constantine | 4 | MI | Hydro | 1 | 1921 | |||||||||||||||||||||||||||
| Elkhart | 3 | IN | Hydro | 3 | 1913 | |||||||||||||||||||||||||||
| Mottville | 4 | MI | Hydro | 2 | 1923 | |||||||||||||||||||||||||||
| Twin Branch Hydro | 8 | IN | Hydro | 4 | 1904 | |||||||||||||||||||||||||||
| Deer Creek Solar Farm | NA | IN | Solar | 3 | 2016 | |||||||||||||||||||||||||||
| Olive Solar Farm | NA | IN | Solar | 5 | 2016 | |||||||||||||||||||||||||||
| St. Joseph | NA | IN | Solar | 20 | 2021 | |||||||||||||||||||||||||||
| Twin Branch Solar Farm | NA | IN | Solar | 3 | 2016 | |||||||||||||||||||||||||||
| Watervliet | NA | MI | Solar | 5 | 2016 | |||||||||||||||||||||||||||
| Rockport (Units 1 and 2, 50% of each) (a) | 2 | IN | Steam - Coal | 1,310 | 1984 | |||||||||||||||||||||||||||
| Cook | 2 | MI | Steam - Nuclear | 2,296 | 1975 | |||||||||||||||||||||||||||
| Total MWs | 3,662 |
(a)Rockport Plant, Unit 2 was subject to a finance lease with a nonaffiliated company. In December 2022, the lease expired at which point I&M and AEGCo acquired 100% of the interests in Unit 2. See the “Rockport Plant Litigation” section of Note 6 included in the 2022 Annual Report for additional information.
NA Not applicable.
The following table provides operating information related to the Cook Plant:
| Cook Plant | |||||||||||
| Unit 1 | Unit 2 | ||||||||||
| Year Placed in Operation | 1975 | 1978 | |||||||||
| Year of Expiration of NRC License | 2034 | 2037 | |||||||||
| Nominal Net Electrical Rating in MWs | 1,084 | 1,212 | |||||||||
| Annual Capacity Utilization | |||||||||||
| 2022 | 79.4 | % | 86.6 | % | |||||||
| 2021 | 96.0 | % | 84.2 | % | |||||||
| 2020 | 87.2 | % | 94.2 | % |
| KPCo | ||||||||||||||||||||||||||||||||
| Plant Name | Units | State | Fuel Type | Net Maximum Capacity (MWs) | Year Plant or First Unit Commissioned | |||||||||||||||||||||||||||
| Mitchell (a)(b) | 2 | WV | Steam - Coal | 780 | 1971 | |||||||||||||||||||||||||||
| Big Sandy | 1 | KY | Steam - Natural Gas | 295 | 1963 | |||||||||||||||||||||||||||
| Total MWs | 1,075 |
(a)KPCo owns a 50% interest in the Mitchell Plant units. WPCo owns the remaining 50%. Figures presented reflect only the portion owned by KPCo.
(b)In September 2022, pursuant to resolutions under the existing Mitchell Plant agreement, WPCo replaced KPCo as the operator of Mitchell Plant. See the “Disposition of KPCo and KTCo” section of Note 7 included in the 2022 Annual Report for additional information.
| PSO | ||||||||||||||||||||||||||||||||
| Plant Name | Units | State | Fuel Type | Net Maximum Capacity (MWs) | Year Plant or First Unit Commissioned | |||||||||||||||||||||||||||
| Comanche | 3 | OK | Natural Gas | 248 | 1973 | |||||||||||||||||||||||||||
| Northeastern, Unit 1 | 1 | OK | Natural Gas | 470 | 1961 | |||||||||||||||||||||||||||
| Riverside, Units 3 and 4 | 2 | OK | Natural Gas | 160 | 2008 | |||||||||||||||||||||||||||
| Southwestern, Units 4 and 5 | 2 | OK | Natural Gas | 168 | 2008 | |||||||||||||||||||||||||||
| Weleetka | 2 | OK | Natural Gas | 100 | 1975 | |||||||||||||||||||||||||||
| Northeastern, Unit 3 | 1 | OK | Steam - Coal | 465 | 1979 | |||||||||||||||||||||||||||
| Northeastern, Unit 2 | 1 | OK | Steam - Natural Gas | 434 | 1961 | |||||||||||||||||||||||||||
| Riverside, Units 1 and 2 | 2 | OK | Steam - Natural Gas | 896 | 1974 | |||||||||||||||||||||||||||
| Southwestern, Units 1, 2 and 3 | 3 | OK | Steam - Natural Gas | 446 | 1952 | |||||||||||||||||||||||||||
| Tulsa | 2 | OK | Steam - Natural Gas | 318 | 1956 | |||||||||||||||||||||||||||
| Maverick (a) | NA | OK | Wind | 131 | 2021 | |||||||||||||||||||||||||||
| Sundance (a) | NA | OK | Wind | 90 | 2021 | |||||||||||||||||||||||||||
| Traverse (a) | NA | OK | Wind | 454 | 2022 | |||||||||||||||||||||||||||
| Total MWs | 4,380 |
(a)SWEPCo owns a 54.5% interest and PSO owns the remaining 45.5% interest in Sundance, Maverick and Traverse.
NA Not applicable.
| SWEPCo | ||||||||||||||||||||||||||||||||
| Plant Name | Units | State | Fuel Type | Net Maximum Capacity (MWs) | Year Plant or First Unit Commissioned | |||||||||||||||||||||||||||
| Mattison | 4 | AR | Natural Gas | 314 | 2007 | |||||||||||||||||||||||||||
| Stall | 3 | LA | Natural Gas | 534 | 2010 | |||||||||||||||||||||||||||
| Flint Creek (a) | 1 | AR | Steam - Coal | 258 | 1978 | |||||||||||||||||||||||||||
| Turk (a) | 1 | AR | Steam - Coal | 477 | 2012 | |||||||||||||||||||||||||||
| Welsh (b) | 2 | TX | Steam - Coal | 1,053 | 1977 | |||||||||||||||||||||||||||
| Pirkey (a)(c) | 1 | TX | Steam - Lignite | 580 | 1985 | |||||||||||||||||||||||||||
| Arsenal Hill | 1 | LA | Steam - Natural Gas | 110 | 1960 | |||||||||||||||||||||||||||
| Knox Lee | 1 | TX | Steam - Natural Gas | 344 | 1950 | |||||||||||||||||||||||||||
| Lieberman | 3 | LA | Steam - Natural Gas | 217 | 1947 | |||||||||||||||||||||||||||
| Wilkes | 3 | TX | Steam - Natural Gas | 889 | 1964 | |||||||||||||||||||||||||||
| Maverick (d) | NA | OK | Wind | 156 | 2021 | |||||||||||||||||||||||||||
| Sundance (d) | NA | OK | Wind | 109 | 2021 | |||||||||||||||||||||||||||
| Traverse (d) | NA | OK | Wind | 544 | 2022 | |||||||||||||||||||||||||||
| Total MWs | 5,585 |
(a)Jointly-owned with nonaffiliated entities. Figures presented reflect only the portion owned by SWEPCo. The Arkansas jurisdictional portion of SWEPCo’s interest in Turk Plant is not in rate base.
(b)In November 2020, management announced it will cease using coal at the Welsh Plant in 2028.
(c)In November 2020, management announced plans to retire the plant in 2023.
(d)SWEPCo owns a 54.5% interest and PSO owns the remaining 45.5% interest in Sundance, Maverick and Traverse.
NA Not applicable.
| WPCo | ||||||||||||||||||||||||||||||||
| Plant Name | Units | State | Fuel Type | Net Maximum Capacity (MWs) | Year Plant or First Unit Commissioned | |||||||||||||||||||||||||||
| Mitchell (a)(b) | 2 | WV | Steam - Coal | 780 | 1971 |
(a)WPCo owns 50% in the Mitchell Plant units. KPCo owns the remaining 50%. Figures presented reflect only the portion owned by WPCo.
(b)In September 2022, pursuant to resolutions under the existing Mitchell Plant agreement, WPCo replaced KPCo as the operator of Mitchell Plant. See the “Disposition of KPCo and KTCo” section of Note 7 included in the 2022 Annual Report for additional information.
Generation & Marketing Segment
| Renewable Power | ||||||||||||||||||||||||||
| Size of Energy Resource | AEP Energy Supply, LLC Division | Renewable Energy Resource | Location | In-Service or Under Construction | ||||||||||||||||||||||
| 1,200 MW | AEP Renewables | Wind | Eight states (a) | In-service | ||||||||||||||||||||||
| 20 MW | AEP Renewables | Solar | California | In-service | ||||||||||||||||||||||
| 20 MW | AEP Renewables | Solar | Utah | In-service | ||||||||||||||||||||||
| 125 MW | AEP Renewables | Solar | Nevada | In-service | ||||||||||||||||||||||
| 168 MW | AEP OnSite Partners | Solar | Seventeen states (b) | In-service | ||||||||||||||||||||||
| 26 MW | AEP OnSite Partners | Solar | Two states (c) | Under Construction |
(a) Colorado, Hawaii, Indiana, Kansas, Michigan, Minnesota, Pennsylvania and Texas.
(b) California, Colorado, Florida, Hawaii, Illinois, Iowa, Minnesota, Nebraska, New Hampshire, New Jersey, New Mexico, New York, Ohio, Rhode Island, Texas, Vermont and Wisconsin.
(c) Ohio and New Mexico.
TRANSMISSION AND DISTRIBUTION FACILITIES
The following tables set forth the total overhead circuit miles of transmission and distribution lines of the AEP System and its operating companies.
Vertically Integrated Utilities Segment
| Total Overhead Circuit Miles of Transmission and Distribution Lines | ||||||||
| APCo | 51,620 | |||||||
| I&M | 20,852 | |||||||
| KGPCo | 1,406 | |||||||
| KPCo | 11,182 | |||||||
| PSO | 18,177 | |||||||
| SWEPCo | 26,174 | |||||||
| WPCo | 1,736 | |||||||
| Total Circuit Miles | 131,147 |
Transmission and Distribution Utilities Segment
| Total Overhead Circuit Miles of Transmission and Distribution Lines | ||||||||
| OPCo | 44,576 | |||||||
| AEP Texas | 46,492 | |||||||
| Total Circuit Miles | 91,068 |
AEP Transmission Holdco Segment
The following table sets forth the total overhead circuit miles of transmission lines of certain wholly-owned and joint venture-owned entities:
| Total Overhead Circuit Miles of Transmission Lines | ||||||||
| ETT | 1,884 | |||||||
| IMTCo | 1,115 | |||||||
| OHTCo | 1,215 | |||||||
| OKTCo | 1,061 | |||||||
| WVTCo | 344 | |||||||
| Pioneer | 43 | |||||||
| Prairie Wind Transmission | 216 | |||||||
| Transource Missouri | 167 | |||||||
| Transource West Virginia | 27 | |||||||
| Total Circuit Miles | 6,072 |
TITLE TO PROPERTY
The AEP System’s generating facilities are generally located on lands owned in fee simple. The greater portion of the transmission and distribution lines of the AEP System has been constructed over lands of private owners pursuant to easements or along public highways and streets pursuant to appropriate statutory authority. The rights of AEP’s public utility subsidiaries in the realty on which their facilities are located are considered adequate for use in the conduct of their business. Minor defects and irregularities customarily found in title to properties of like size and character may exist, but such defects and irregularities do not materially impair the use of the properties. AEP’s public utility subsidiaries generally have the right of eminent domain which permits them, if necessary, to acquire, perfect or secure titles to or easements on privately held lands used or to be used in their utility operations.
SYSTEM TRANSMISSION LINES AND FACILITY SITING
Laws in the states of Arkansas, Indiana, Kentucky, Louisiana, Michigan, Ohio, Tennessee, Texas, Virginia and West Virginia require prior approval of sites of generating facilities and/or routes of high-voltage transmission lines. AEP has experienced delays and additional costs in constructing facilities as a result of proceedings conducted pursuant to such statutes and in proceedings in which AEP’s operating companies have sought to acquire rights-of-way through condemnation. These proceedings may result in additional delays and costs in future years.
CONSTRUCTION PROGRAM
With input from its state utility commissions, the AEP System continuously assesses the adequacy of its transmission, distribution, generation and other facilities to plan and provide for the reliable supply of electric power and energy to its customers. In this assessment process, assumptions are continually being reviewed as new information becomes available and assessments and plans are modified, as appropriate. AEP forecasts approximately $6.8 billion of construction expenditures for 2023. Estimated construction expenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints, environmental regulations, business opportunities, market volatility, economic trends, supply chain issues, weather, legal reviews and the ability to access capital. See the “Budgeted Capital Expenditures” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2022 Annual Report for additional information.
POTENTIAL UNINSURED LOSSES
Some potential losses or liabilities may not be insurable or the amount of insurance carried may not be sufficient to meet potential losses and liabilities, including liabilities relating to damage to AEP’s generation plants and costs of replacement power. Unless allowed to be recovered through rates, future losses or liabilities which are not completely insured could reduce net income and impact the financial conditions of AEP and other AEP System companies. For risks related to owning a nuclear generating unit, see the “Nuclear Contingencies” section of Note 6 - Commitments, Guarantees and Contingencies included in the 2022 Annual Report for additional information.
Item 3. LEGAL PROCEEDINGS
For a discussion of material legal proceedings, see Note 6 - Commitments, Guarantees and Contingencies included in the 2022 Annual Report for additional information.
Item 4. MINE SAFETY DISCLOSURE
The Federal Mine Safety and Health Act of 1977 (Mine Act) imposes stringent health and safety standards on various mining operations. The Mine Act and its related regulations affect numerous aspects of mining operations, including training of mine personnel, mining procedures, equipment used in mine emergency procedures, mine plans and other matters. SWEPCo, through its ownership of DHLC, a wholly-owned lignite mining subsidiary of SWEPCo, is subject to the provisions of the Mine Act.
The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) requires companies that operate mines to include in their periodic reports filed with the SEC, certain mine safety information covered by the Mine Act. Exhibit 95 “Mine Safety Disclosure Exhibit” contains the notices of violation and proposed assessments received by DHLC under the Mine Act for the quarter ended December 31, 2022.
PART II
Item 5. MARKET FOR REGISTRANTS’ COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
AEP
In addition to the AEP Common Stock Information section below, the remaining information required by this item is incorporated herein by reference to the material under the “Dividend Policy and Restrictions” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2022 Annual Report.
During the quarter ended December 31, 2022, neither AEP nor its publicly-traded subsidiaries purchased equity securities that are registered by AEP or its publicly-traded subsidiaries pursuant to Section 12 of the Exchange Act.
AEP Texas, APCo, I&M, OPCo, PSO and SWEPCo
The common stock of these companies is held solely by AEP. For more information see the “Dividend Restrictions” section of Note 14 - Financing Activities included in the 2022 Annual Report.
AEPTCo
AEP owns the entire interest in AEPTCo through its wholly-owned subsidiary AEP Transmission Holdco.
AEP COMMON STOCK INFORMATION
AEP common stock is principally traded using the trading symbol “AEP” on the NASDAQ Stock Market. As of December 31, 2022, AEP had 51,279 registered shareholders. The performance graph below compares the cumulative total return among AEP, the S&P 500 Index and the S&P Electric Utilities (SP833) Index over a five year period. The performance graph assumes an initial investment of $100 on December 31, 2017 and that all dividends were reinvested.

Source: S&P Dow Jones Indices LLC. Data as of December 31, 2022. Past performance is no guarantee of future results. Chart provided for illustrative purposes.
Item 6. RESERVED
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
AEP
The information required by this item is incorporated herein by reference to the material under Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2022 Annual Report. Year-to-year comparisons between 2021 and 2020 have been omitted from this Form 10-K but may be found in "Management's Discussion and Analysis of Financial Condition" in Part II, Item 7 of our Form 10-K for the fiscal year ended December 31, 2021, which specific discussion is incorporated herein by reference.
AEP Texas, AEPTCo, APCo, I&M, OPCo, PSO and SWEPCo
Omitted pursuant to Instruction I(2)(a). Management’s narrative analysis of the results of operations and other information required by Instruction I(2)(a) is incorporated herein by reference to the material under Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2022 Annual Report.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
AEP, AEP Texas, AEPTCo, APCo, I&M, OPCo, PSO and SWEPCo
The information required by this item is incorporated herein by reference to the material under the “Quantitative and Qualitative Disclosures About Market Risk” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2022 Annual Report.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
2022 Annual Reports
American Electric Power Company, Inc. and Subsidiary Companies
AEP Texas Inc. and Subsidiaries
AEP Transmission Company, LLC and Subsidiaries
Appalachian Power Company and Subsidiaries
Indiana Michigan Power Company and Subsidiaries
Ohio Power Company and Subsidiaries
Public Service Company of Oklahoma
Southwestern Electric Power Company Consolidated
Audited Financial Statements and
Management’s Discussion and Analysis of Financial Condition and Results of Operations

AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
INDEX OF ANNUAL REPORTS
Showing the first 8K of 1623K characters. Open the full section
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
AEP, AEP Texas, AEPTCo, APCo, I&M, OPCo, PSO and SWEPCo
Information required by this item is set forth under the caption Proposal to Ratify the Appointment of the Independent Registered Public Accounting Firm in the 2023 Proxy Statement, which is incorporated by reference into this item.
Item 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
During 2022, management, including the principal executive officer and principal financial officer of each of the Registrants evaluated each respective Registrant’s disclosure controls and procedures. Disclosure controls and procedures are defined as controls and other procedures of the Registrant that are designed to ensure that information required to be disclosed by the Registrants in the reports that they file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Registrants in the reports that they file or submit under the Exchange Act is accumulated and communicated to each Registrant’s management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
As of December 31, 2022, the principal executive officer and financial officer of each of the Registrants concluded that the disclosure controls and procedures in place were effective at the reasonable assurance level. The Registrants continually strive to improve their disclosure controls and procedures to enhance the quality of their financial reporting and to maintain dynamic systems that change as events warrant.
Changes in Internal Control over Financial Reporting
There have been no changes in the Registrants’ internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter 2022 that materially affected, or are reasonably likely to materially affect, the Registrants’ internal control over financial reporting.
Internal Control over Financial Reporting
See Management’s Report on Internal Control over Financial Reporting for each Registrant under Item 8. As discussed in that report, management assessed and reported on the effectiveness of each Registrant’s internal control over financial reporting as of December 31, 2022. As a result of that assessment, management concluded that each Registrant’s internal control over financial reporting was effective as of December 31, 2022.
Item 9B. OTHER INFORMATION
None.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
AEP
Directors, Director Nomination Process and Audit Committee
Certain of the information called for in this Item 10, including the information relating to directors, is incorporated herein by reference to AEP’s definitive proxy information statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to the 2023 Annual Meeting of Shareholders (the 2023 Annual Meeting) including under the captions “Election of Directors,” “AEP’s Board of Directors and Committees,” “Directors” and “Nominees for Directors.”
Executive Officers
Reference also is made under the caption “Information About our Executive Officers” in Part I, Item 1 of this report.
Code of Ethics
AEP’s Principles of Business Conduct is the code of ethics that applies to AEP’s Chief Executive Officer, Chief Financial Officer and principal accounting officer. The Principles of Business Conduct is available on AEP’s website at www.aep.com. The Principles of Business Conduct will be made available, without charge, in print to any shareholder who requests such document from Investor Relations, American Electric Power Company, Inc., 1 Riverside Plaza, Columbus, Ohio 43215.
If any substantive amendments to the Principles of Business Conduct are made or any waivers are granted, including any implicit waiver, from a provision of the Principles of Business Conduct, to its Chief Executive Officer, Chief Financial Officer or principal accounting officer, AEP will disclose the nature of such amendment or waiver on AEP’s website, www.aep.com, or in a report on Form 8-K.
Delinquent Section 16(a) Reports
None.
AEP Texas, AEPTCo, APCo, I&M, OPCo, PSO and SWEPCo
Omitted pursuant to Instruction I(2)(c).
Item 11. EXECUTIVE COMPENSATION
AEP
The information called for by this Item 11 is incorporated herein by reference to AEP’s definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to the 2023 Annual Meeting including under the captions “Compensation Discussion and Analysis,” “Executive Compensation”, “Director Compensation” and “2022 Director Compensation Table”. The information set forth under the subcaption “Human Resources Committee Report” and “Audit Committee Report” should not be deemed filed nor should it be incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent AEP specifically incorporates such report by reference therein.
AEP Texas, AEPTCo, APCo, I&M, OPCo, PSO and SWEPCo
Omitted pursuant to Instruction I(2)(c).
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
AEP
The information relating to Security Ownership of Certain Beneficial Owners is incorporated herein by reference to AEP’s definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to 2023 Annual Meeting under the caption “Share Ownership of Certain Beneficial Owners” and “Share Ownership of Directors and Executive Officers.”
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes the ability of AEP to issue common stock pursuant to equity compensation plans as of December 31, 2022:
| Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options Warrants and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans | |||||||||||||||||
| Equity Compensation Plans Approved by Security Holders | 2,422,526 | — | 5,249,391 | |||||||||||||||||
| Equity Compensation Plans Not Approved by Security Holders | — | — | — | |||||||||||||||||
| Total | 2,422,526 | — | 5,249,391 |
(a)The balance includes unvested performance shares and restricted stock units as well as vested performance shares deferred as AEP career shares, all of which will be settled and paid in shares of AEP common stock. For performance shares, the total includes the target number of shares that could be granted if performance meets target objectives. The number of securities that would be granted, with respect to performance shares, if performance meets the maximum payout level, is two times the amount included in this total.
(b)No consideration is required from participants for the exercise or vesting of any outstanding AEP equity compensation awards.
AEP Texas, AEPTCo, APCo, I&M, OPCo, PSO and SWEPCo
Omitted pursuant to Instruction I(2)(c).
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
AEP
The information called for by this Item 13 is incorporated herein by reference to AEP’s definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to the 2023 Annual Meeting under the captions “Transactions with Related Persons” and “Director Independence.”
AEP Texas, AEPTCo, APCo, I&M, OPCo, PSO and SWEPCo
Omitted pursuant to Instruction I(2)(c).
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
AEP
The information called for by this Item 14 is incorporated herein by reference to AEP’s definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to the 2023 Annual Meeting under the captions “Audit and Non-Audit Fees,” “Audit Committee Report” and “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditor.”
AEP Texas, AEPTCo, APCo, I&M, OPCo, PSO and SWEPCo
Each of the above is a wholly-owned subsidiary of AEP and does not have a separate audit committee. A description of the AEP Audit Committee pre-approval policies, which apply to these companies, is contained in the definitive proxy statement of AEP for the 2023 Annual Meeting of shareholders. The following table presents directly billed fees for professional services rendered by PricewaterhouseCoopers LLP for the audit of these companies’ annual financial statements for the years ended December 31, 2022 and 2021, and fees directly billed for other services rendered by PricewaterhouseCoopers LLP during those periods. PricewaterhouseCoopers LLP also provides additional professional and other services to the AEP System, the cost of which may ultimately be allocated to these companies though not billed directly to them. For a description of these fees and services, see the description of principal accounting fees and services for AEP above.
| AEP Texas | AEPTCo | APCo | |||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||||||||||
| Audit Fees | $ | 1,309,196 | $ | 1,279,272 | $ | 1,492,709 | $ | 1,443,675 | $ | 1,682,664 | $ | 1,702,193 | |||||||||||||||||||||||
| Audit-Related Fees | 65,222 | 42,000 | — | — | 70,294 | 47,143 | |||||||||||||||||||||||||||||
| Tax Fees | — | 15,122 | — | 15,347 | — | 19,603 | |||||||||||||||||||||||||||||
| Total | $ | 1,374,418 | $ | 1,336,394 | $ | 1,492,709 | $ | 1,459,022 | $ | 1,752,958 | $ | 1,768,939 |
| I&M | OPCo | PSO | |||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||||||||||
| Audit Fees | $ | 1,453,010 | $ | 1,637,968 | $ | 1,053,853 | $ | 1,169,647 | $ | 861,937 | $ | 729,463 | |||||||||||||||||||||||
| Audit-Related Fees | 11,009 | 11,143 | 11,009 | 11,143 | 160,294 | 5,143 | |||||||||||||||||||||||||||||
| Tax Fees | — | 17,848 | — | 12,923 | — | 6,991 | |||||||||||||||||||||||||||||
| Total | $ | 1,464,019 | $ | 1,666,959 | $ | 1,064,862 | $ | 1,193,713 | $ | 1,022,231 | $ | 741,597 |
| SWEPCo | |||||||||||
| 2022 | 2021 | ||||||||||
| Audit Fees | $ | 1,012,800 | $ | 1,118,206 | |||||||
| Audit-Related Fees | 26,821 | 27,143 | |||||||||
| Tax Fees | — | 11,848 | |||||||||
| Total | $ | 1,039,621 | $ | 1,157,197 |
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as a part of this report:
(a)(1) FINANCIAL STATEMENTS:
The following financial statements have been incorporated herein by reference pursuant to Item 8.
AEP and Subsidiary Companies:
Report of Independent Registered Public Accounting Firm; Management’s Report on Internal Control over Financial Reporting; Consolidated Statements of Income for the years ended December 31, 2022, 2021 and 2020; Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2022, 2021 and 2020; Consolidated Statements of Changes in Equity for the years ended December 31, 2022, 2021 and 2020; Consolidated Balance Sheets as of December 31, 2022 and 2021; Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020; Notes to Financial Statements of Registrants.
AEP Texas, APCo and I&M:
Report of Independent Registered Public Accounting Firm; Management’s Report on Internal Control over Financial Reporting; Consolidated Statements of Income for the years ended December 31, 2022, 2021 and 2020; Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2022, 2021 and 2020; Consolidated Statements of Changes in Common Shareholder’s Equity for the years ended December 31, 2022, 2021 and 2020; Consolidated Balance Sheets as of December 31, 2022 and 2021; Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020; Notes to Financial Statements of Registrants.
AEPTCo:
Report of Independent Registered Public Accounting Firm; Management’s Report on Internal Control over Financial Reporting; Consolidated Statements of Income for the years ended December 31, 2022, 2021 and 2020; Consolidated Statements of Changes in Member’s Equity for the years ended December 31, 2022, 2021 and 2020; Consolidated Balance Sheets as of December 31, 2022 and 2021; Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020; Notes to Financial Statements of Registrants.
OPCo:
Report of Independent Registered Public Accounting Firm; Management’s Report on Internal Control over Financial Reporting; Consolidated Statements of Income for the years ended December 31, 2022, 2021 and 2020; Consolidated Statements of Changes in Common Shareholder’s Equity for the years ended December 31, 2022, 2021 and 2020; Consolidated Balance Sheets as of December 31, 2022 and 2021; Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020; Notes to Financial Statements of Registrants.
PSO:
Report of Independent Registered Public Accounting Firm; Management’s Report on Internal Control over Financial Reporting; Statements of Income for the years ended December 31, 2022, 2021 and 2020; Statements of Comprehensive Income (Loss) for the years ended December 31, 2022, 2021 and 2020; Statements of Changes in Common Shareholder’s Equity for the years ended December 31, 2022, 2021 and 2020; Balance Sheets as of December 31, 2022 and 2021; Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020; Notes to Financial Statements of Registrants.
SWEPCo:
Report of Independent Registered Public Accounting Firm; Management’s Report on Internal Control over Financial Reporting; Consolidated Statements of Income for the years ended December 31, 2022, 2021 and 2020; Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2022, 2021 and 2020; Consolidated Statements of Changes in Equity for the years ended December 31, 2022, 2021 and 2020; Consolidated Balance Sheets as of December 31, 2022 and 2021; Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020; Notes to Financial Statements of Registrants.
| (a)(2) FINANCIAL STATEMENT SCHEDULES: | Page Number | |||||||
| Schedule I | ||||||||
| Condensed Financial Information of American Electric Power Company, Inc. (Parent) | ||||||||
| Condensed Statements of Income and Comprehensive Income- Years Ended December 31, 2022, 2021 and 2020 | S-2 | |||||||
| Condensed Balance Sheets - December 31, 2022 and 2021 | S-3 | |||||||
| Condensed Statements of Cash Flows - Years Ended December 31, 2022, 2021 and 2020 | S-5 | |||||||
| Condensed Notes to Condensed Financial Information | S-6 | |||||||
| Schedule II | ||||||||
| AEP | ||||||||
| Valuation and Qualifying Accounts and Reserves - Years Ended December 31, 2022, 2021 and 2020 | S-14 | |||||||
| Schedule I | ||||||||
| Condensed Financial Information of AEP Transmission Company, LLC (AEPTCo Parent) | ||||||||
| Condensed Statements of Income - Years Ended December 31, 2022, 2021 and 2020 | S-16 | |||||||
| Condensed Balance Sheets - December 31, 2022 and 2021 | S-17 | |||||||
| Condensed Statements of Cash Flows - Years Ended December 31, 2022, 2021 and 2020 | S-19 | |||||||
| Condensed Notes to Condensed Financial Information | S-20 | |||||||
| Certain schedules have been omitted because the required information is contained in the notes to financial statements or because such schedules are not required or are not applicable. | ||||||||
| (a)(3) EXHIBITS: | ||||||||
| Exhibits for AEP, AEP Texas, AEPTCo, APCo, I&M, OPCo, PSO and SWEPCo are listed in the Exhibit Index beginning on page E-1 and are incorporated herein by reference. | E-1 |
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/ Ann P. Kelly | |||||||
| (Ann P. Kelly, Executive Vice President | ||||||||
| and Chief Financial Officer) |
Date: February 23, 2023
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/ Julia A. Sloat | President, Chief Executive Officer and Director | February 23, 2023 | |||||||||||||||
| (Julia A. Sloat) | |||||||||||||||||
| (ii) | Principal Financial Officer: | ||||||||||||||||
| /s/ Ann P. Kelly | Executive Vice President and Chief Financial Officer | February 23, 2023 | |||||||||||||||
| (Ann P. Kelly) | |||||||||||||||||
| (iii) | Principal Accounting Officer: | ||||||||||||||||
| /s/ Joseph M. Buonaiuto | Senior Vice President, Controller and Chief Accounting Officer | February 23, 2023 | |||||||||||||||
| (Joseph M. Buonaiuto) | |||||||||||||||||
| (iv) | A Majority of the Directors: | ||||||||||||||||
| *Nicholas K. Akins | |||||||||||||||||
| *J. Barnie Beasley, Jr. | |||||||||||||||||
| *Benjamin G.S. Fowke, III | |||||||||||||||||
| *Art A. Garcia | |||||||||||||||||
| *Linda A. Goodspeed | |||||||||||||||||
| *Donna A. James | |||||||||||||||||
| *Sandra Beach Lin | |||||||||||||||||
| *Margaret M. McCarthy | |||||||||||||||||
| *Oliver G. Richard, III | |||||||||||||||||
| *Daryl Roberts | |||||||||||||||||
| *Julia A. Sloat | |||||||||||||||||
| *Sara Martinez Tucker | |||||||||||||||||
| *Lewis Von Thaer | |||||||||||||||||
| *By: | /s/ Ann P. Kelly | February 23, 2023 | |||||||||||||||
| (Ann P. Kelly, 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. | ||||||||
| By: | /s/ Ann P. Kelly | |||||||
| (Ann P. Kelly, Vice President and Chief Financial Officer) |
Date: February 23, 2023
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/ Julia A. Sloat | Chair of the Board, Chief Executive Officer and Director | February 23, 2023 | |||||||||||||||
| (Julia A. Sloat) | |||||||||||||||||
| (ii) | Principal Financial Officer: | ||||||||||||||||
| /s/ Ann P. Kelly | Vice President, Chief Financial Officer and Director | February 23, 2023 | |||||||||||||||
| (Ann P. Kelly) | |||||||||||||||||
| (iii) | Principal Accounting Officer: | ||||||||||||||||
| /s/ Joseph M. Buonaiuto | Controller and Chief Accounting Officer | February 23, 2023 | |||||||||||||||
| (Joseph M. Buonaiuto) | |||||||||||||||||
| (iv) | A Majority of the Directors: | ||||||||||||||||
| *Christian T. Beam | |||||||||||||||||
| *Paul Chodak, III | |||||||||||||||||
| *David M. Feinberg | |||||||||||||||||
| Ann P. Kelly | |||||||||||||||||
| *Therace M. Risch | |||||||||||||||||
| *Peggy I. Simmons | |||||||||||||||||
| *Julia A. Sloat | |||||||||||||||||
| *Rajagopalan Sundararajan | |||||||||||||||||
| *Judith E. Talavera | |||||||||||||||||
| *Toby L. Thomas | |||||||||||||||||
| *Phillip R. Ulrich | |||||||||||||||||
| *By: | /s/ Ann P. Kelly | February 23, 2023 | |||||||||||||||
| (Ann P. Kelly, 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 comp
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