American Electric Power (AEP) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-31 10-K against the 2021-12-31 one, compared heading by heading and sentence by sentence.
Item 1A32 rewritten30 added25 removed321 unchanged
All filing items4,240 rewritten2,610 added1,620 removed9,942 unchanged
Summary
counted, not written
- Item 1A lists 42 risk factor headings: 2 new, 4 reworded and 36 unchanged since FY2021. 2 headings from FY2021 no longer appear.
- Sentence by sentence, 2,610 added, 1,620 removed, 4,240 rewritten and 9,942 unchanged across 19 items that differ.
New Item 1A headings (2)
- Our financial position may be adversely impacted if announced dispositions do not occur as planned or if assets under strategic evaluation lose value. (Applies to AEP)
- New climate disclosure rules proposed by the U.S. Securities and Exchange Commission may increase our costs of compliance and adversely impact our business. (Applies to all Registrants)
Removed Item 1A headings (2)
- AEP’s financial condition and results of operations could continue to be adversely affected by the ongoing Coronavirus pandemic. (Applies to all Registrants)
- The announced phasing out of LIBOR may adversely affect the costs and availability of financing. (Applies to all Registrants)
Reworded Item 1A headings (4)
- The
[removed: rate][added: amount] of taxes imposed on AEP could change. (Applies to all Registrants) - AEP’s results of operations and cash flows may be negatively affected by a lack of growth or slower growth in the number of customers,
[removed: or][added: a] decline in customer[removed: demand.][added: demand or a recession.] (Applies to all Registrants) - Changes in the price of [added: purchased power and] commodities, the cost of procuring fuel, emission allowances for criteria pollutants and the costs of transport may increase AEP’s cost of [added: purchasing and] producing power, impacting financial performance. (Applies to all Registrants except AEP Texas, AEPTCo and OPCo)
- Regulation of
[removed: CO2][added: greenhouse gas] emissions could materially increase costs to AEP and its customers or cause some electric generating units to be uneconomical to operate or maintain. (Applies to all Registrants except AEP Texas, AEPTCo and OPCo)
A heading is new when no FY2021 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
32 rewritten, 30 added, 25 removed, 321 unchanged
See Note 4 – Rate Matters included in the [removed: 2021] [added: 2022] Annual Report for additional information.
I&M owns the Cook Plant, which consists of two nuclear generating units for a rated capacity of 2,296 MWs, or about [removed: 7%] [added: a tenth] of the [added: regulated] generating capacity in the AEP System.
As of December 31, [removed: 2021,] [added: 2022,] AEP Texas did business with approximately [removed: 123] [added: 127] REPs.
In [removed: 2021,] [added: 2022,] AEP Texas’ [removed: three] [added: two] largest REPs accounted for [removed: 43%] [added: 45%] of its operating revenue.
AEP is a defendant in current litigation relating to [removed: HB6] [added: HB 6] and AEP or OPCo may be involved in future litigation.
In addition, the electric utility business requires the collection of sensitive customer data, as well as confidential employee and shareholder information, which is [added: subject to electronic theft or loss.]
The breach of certain business systems could affect the ability to [removed: correctly record, process and report financial information.]
However, [removed: the] AEP cannot guarantee that security efforts will detect or prevent breaches, operational incidents, or other breakdowns of technology systems and network infrastructure and cannot provide any assurance that such incidents will not have a material adverse effect in the future.
The [removed: rate] [added: amount] of taxes imposed on AEP could change.
In determining AEP’s income tax liability for these jurisdictions, management monitors changes to the applicable tax laws and related [removed: regulations.][added: regulations, including tax incentives and credits designed to support the sale of energy from utility scale renewable energy facilities.]
While management believes [removed: it is in compliance] [added: AEP complies] with current prevailing laws, one or more taxing jurisdictions could seek to impose incremental or new taxes on the company.
[removed: Any] [added: In addition, any] adverse developments in [removed: these laws] [added: tax laws, incentives, credits] or regulations, including legislative changes, judicial holdings or administrative interpretations, could have a material and adverse effect on financial condition and results of operations.
AEP relies on access to capital markets as a significant source of liquidity for capital requirements not satisfied by operating cash flows or proceeds from the strategic sale of assets and investments, including subsidiaries such as the planned sale of KPCo and [removed: KTCo,] [added: KTCo] and [added: AEP Renewables’ competitive contracted renewable portfolio, and] insurance markets to assist in managing its risk and liability profile.
Any [removed: planned] [added: announced] sale of assets and investments, including subsidiaries, may not occur for any number of reasons beyond our control, including regulatory approval on terms that are acceptable.
[added: Additionally, such] shareholder activism could give rise to perceived uncertainties as to AEP’s future, adversely affect AEP’s relationships with its employees, customers or service providers and make it more difficult to attract and retain qualified personnel.
The delivery of components, materials, equipment and other resources that are critical to [removed: our] [added: AEP’s] business operations and corporate strategy has been restricted by [removed: the current] domestic and global supply chain upheaval.
These disruptions and shortages could adversely impact [removed: both our] business operations and corporate strategy.
The constraints in the supply chain could restrict the availability and delay the construction, maintenance or repair of items that are needed to support normal operations or are required to execute on [removed: our] [added: AEP’s] corporate strategy for continued capital investment in utility equipment.
AEP’s results of operations and cash flows may be negatively affected by a lack of growth or slower growth in the number of customers, [removed: or] [added: a] decline in customer [removed: demand.][added: demand or a recession.]
Customer growth and customer usage are affected by a number of factors outside the control of AEP, such as mandated energy efficiency measures, demand-side [added: management goals, distributed generation resources and economic and demographic conditions, such as population changes, job and income growth, housing starts, new business formation and the overall level of economic activity, including changes due to public health considerations.]
Certain events, such as an aging workforce without appropriate replacements, [removed: employee reaction to comply with potential COVID-19 vaccination or testing mandates,] mismatch of skillset or complement to future needs, or unavailability of contract resources may lead to operating challenges and increased costs.
In this case, costs, including costs for contractors to replace employees, productivity [removed: costs, safety] costs and [removed: costs of compliance with potential COVID-19 vaccination or testing mandates,] [added: safety costs,] may rise.
Changes in the price of [added: purchased power and] commodities, the cost of procuring fuel, emission allowances for criteria pollutants and the costs of transport may increase AEP’s cost of [added: purchasing and] producing power, impacting financial performance.
AEP is exposed to changes in the price and availability of [added: purchased power and] fuel (including the cost to procure coal and gas) and the price and availability to transport fuel.
Based on current environmental programs remaining in effect, AEP has sufficient emission allowances [added: available through either EPA original issuance or market purchases] to cover [removed: the majority of the] projected needs for the next two years and beyond.
Changes in the cost of [removed: fuel,] [added: purchased power, fuel or] emission allowances [removed: or natural gas] and changes in the relationship between such costs and the market prices of power could reduce future net income and cash flows and negatively impact financial condition.
[removed: Extreme weather conditions in general require more system] backup, adding to costs, and can contribute to increased system stress, including service interruptions.
AEP is involved in legal proceedings, claims and litigation arising out of its business operations, the most significant of which are summarized in Note 6 - Commitments, Guarantees and Contingencies included in the [removed: 2021] [added: 2022] Annual Report.
For the year ended December 31, [removed: 2021,] [added: 2022,] its affiliates were responsible for approximately 79% of the consolidated transmission revenues of AEPTCo.
Regulation of [removed: CO2 emissions] [added: greenhouse gas emissions] could materially increase costs to AEP and its customers or cause some electric generating units to be uneconomical to operate or maintain.
[added: If] restrictive transmission price regulation is imposed, the transmission companies may not have sufficient incentive to invest in expansion of transmission infrastructure.
As of December 31, [removed: 2021,] [added: 2022,] OVEC has outstanding indebtedness of approximately $1.1 billion, of which APCo, I&M, and OPCo are collectively responsible for [removed: $492] [added: $478] million through the ICPA.
The Federal government has notified the owners and operators of critical infrastructure, such as AEP, that the conflict between Russia and Ukraine has increased the likelihood of a cyber-attack on such systems.
correctly record, process and report financial information.
The public holds diverse and often conflicting views on the use of fossil fuels.
AEP has multiple stakeholders, including our shareholders, customers, associates, federal and state regulatory authorities, and the communities in which AEP operates, and these stakeholders will often have differing priorities and expectations regarding issues related to the use of fossil fuels.
Any adverse publicity in connection with AEP’s use of fossil fuels could curtail availability from certain sources of capital.
Our financial position may be adversely impacted if announced dispositions do not occur as planned or if assets under strategic evaluation lose value.
(Applies to AEP)
In October 2021, AEP entered into an agreement to sell KPCo and KTCo for approximately a $2.85 billion enterprise value.
In September 2022, the agreement was amended to reduce the purchase price to approximately $2.646 billion, among other terms.
The sale remains subject to regulatory approval and if it is not approved on terms acceptable to AEP or if the sale does not occur for any reason, it could reduce future net income and cash flow and impact financial condition.
In February 2023, AEP signed an agreement to sell the AEP Renewables’ competitive contracted renewables portfolio to a nonaffiliated party for $1.5 billion including the assumption of project debt.
The sale is subject to regulatory approval.
AEP has initiated a strategic evaluation for its ownership in AEP Energy, a wholly-owned retail energy supplier that supplies electricity and/or natural gas to residential, commercial and industrial customers.
AEP has not made a decision regarding the potential alternatives and expects to complete the evaluation in the first half of 2023.
Certain of these alternatives could result in a loss which could reduce future net income and cash flow and impact financial condition.
International tensions, including the ramifications of regional conflict, could further exacerbate the global supply chain upheaval.
The economy in the United States has encountered a material level of inflation compared to the recent past and that has contributed to increased uncertainty in the outlook of near-term economic activity, including the level of future inflation and the possibility of a recession.
AEP typically recovers increases in fuel expenses and purchased power from customers in regulated jurisdictions.
Failure to recover these costs could reduce future net income and cash flows and possibly harm AEP’s financial condition.
Extreme weather conditions in general require more system
Federal or state laws or regulations may be adopted that would impose new or additional limits on the emissions of greenhouse gases, including, but not limited to, carbon dioxide and methane, from electric generation units using fossil fuels like coal.
The potential effects of greenhouse gas emission limits on AEP's electric generation units are subject to significant uncertainties based on, among other things, the timing of the implementation of any new requirements, the required levels of emission reductions, the nature of any market-based or tax-based mechanisms adopted to facilitate reductions, the relative availability of greenhouse gas emission reduction offsets, the development of cost-effective, commercial-scale carbon capture and storage technology and supporting regulations and liability mitigation measures, and the range of available compliance alternatives.
AEP’s results of operations could be materially adversely affected to the extent that new federal or state laws or regulations impose any new greenhouse gas emission limits.
Any future limits on greenhouse gas emissions could create substantial additional costs in the form of taxes or emissions allowances, require significant capital investment in carbon capture and storage technology, fuel switching, or the replacement of high-emitting generation facilities with lower-emitting generation facilities and/or could cause AEP to retire generating capacity prior to the end of its estimated useful life.
New climate disclosure rules proposed by the U.S. Securities and Exchange Commission may increase our costs of compliance and adversely impact our business.
On March 21, 2022, the SEC proposed new rules relating to the disclosure of a range of climate-related risks.
AEP is currently assessing the proposed rule, but at this time AEP cannot predict the costs of implementation or any potential adverse impacts resulting from the rule.
To the extent this rule is finalized as proposed, AEP could incur increased costs relating to the assessment and disclosure of climate-related risks.
AEP may also face increased litigation risks related to disclosures made pursuant to the rule if finalized as proposed.
In addition, enhanced climate disclosure requirements could accelerate the trend of certain stakeholders and lenders restricting or seeking more stringent conditions with respect to their investments in certain carbon-intensive sectors.
(Applies to all Registrants)
AEP’s financial condition and results of operations could continue to be adversely affected by the ongoing Coronavirus pandemic.
The global 2019 novel coronavirus pandemic is an evolving situation that has caused and could continue to lead to extended disruption of economic activity in AEP’s markets.
COVID-19 could negatively affect AEP’s ability to operate its generating and transmission and distribution assets, its ability to access capital markets and results of operations.
AEP currently cannot estimate the potential impact to its financial position, results of operations and cash flows caused by COVID-19, which will depend on future developments and which are highly uncertain at this time.
See Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations - Executive Overview for additional information on COVID-19.
subject to electronic theft or loss.
In addition, the Biden administration has proposed and congressional leaders have considered significant changes in tax law and regulations that could result in additional federal income taxes being imposed on AEP.
Additionally, such
The announced phasing out of LIBOR may adversely affect the costs and availability of financing.
A portion of the Registrants’ indebtedness bears interest at fluctuating interest rates, primarily based on the London interbank offered rate (“LIBOR”) for deposits of U.S. dollars.
On November 30, 2020, the Federal Reserve and the Financial Conduct Authority in the United Kingdom announced that LIBOR would be phased out completely by June 20, 2023 and replaced by the Secured Overnight Financing Rate ("SOFR") and certain LIBOR maturities have already been phased out.
However, because SOFR is a broad U.S. Treasury repo financing rate that represents overnight secured funding transactions, it differs fundamentally from U.S. dollar LIBOR and the SOFR market is not yet fully developed.
In addition, the overall financial markets may be disrupted as a result of the phase-out or replacement of LIBOR.
Uncertainty as to the nature of such phase-out and alternative reference rates or disruption in the financial market could cause interest rates to increase.
If sources of capital for the Registrants are reduced, capital costs could increase materially.
Restricted access to capital markets and/or increased borrowing costs could reduce future net income and cash flows and negatively impact financial condition and/or liquidity.
While inflation in the United States has been relatively low in recent years, during 2021, the economy in the United States encountered a material level of inflation.
The impact of COVID-19 continues to increase uncertainty in the outlook of near-term economic activity, including whether inflation will continue and at what rate.
management goals, distributed generation resources and economic and demographic conditions, such as population changes, job and income growth, housing starts, new business formation and the overall level of economic activity, including changes due to public health considerations.
To date, federal court decisions have blocked Federal EPA’s attempts to regulate CO2 emissions from existing utility units.
While there are no federal CO2 regulations in effect at present, the current administration has announced addressing climate change as a policy priority.
Costs of compliance with the environmental regulation of CO2 emissions, if any, could reduce future net income and negatively impact financial condition and/or could cause AEP to retire generating capacity prior to the end of its estimated useful life.
If
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
3 rewritten, 0 added, 0 removed, 3 unchanged
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 [removed: 2021] [added: 2022] Annual Report.
Year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 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, [removed: 2020,] [added: 2021,] which specific discussion is incorporated herein by reference.
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 [removed: 2021] [added: 2022] Annual Report.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
1 rewritten, 0 added, 0 removed, 1 unchanged
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 [removed: 2021] [added: 2022] Annual Report.
Item 1. BUSINESS
171 rewritten, 124 added, 276 removed, 663 unchanged
As of December 31, [removed: 2021,] [added: 2022,] the subsidiaries of AEP had a total of [removed: 16,688] [added: 16,974] employees.
[removed: AEP Texas][added: | Texas | | | | | | AEP Texas | | | | | | 9.40 | | % | | | |]
Organized in Delaware in 1925, AEP Texas is engaged in the transmission and distribution of electric power to approximately [removed: 1,082,000] [added: 1,094,000] retail customers through REPs in west, central and southern Texas.
As of December 31, [removed: 2021,] [added: 2022,] AEP Texas had [removed: 1,575] [added: 1,594] employees.
[removed: APCo][added: | APCo | | | | | | 1,650 | | |]
Organized in Virginia in 1926, APCo is engaged in the generation, transmission and distribution of electric power to approximately [removed: 966,000] [added: 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.
As of December 31, [removed: 2021,] [added: 2022,] APCo had [removed: 1,617] [added: 1,650] employees.
Organized in Indiana in 1907, I&M is engaged in the generation, transmission and distribution of electric power to approximately [removed: 607,000] [added: 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.
As of December 31, [removed: 2021,] [added: 2022,] I&M had [removed: 1,978] [added: 2,016] employees.
Organized in Kentucky in 1919, KPCo is engaged in the generation, transmission and distribution of electric power to approximately [removed: 165,000] [added: 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.
As of December 31, [removed: 2021,] [added: 2022,] KPCo had [removed: 433] [added: 285] employees.
In October 2021, AEP entered into a Stock Purchase Agreement to sell KPCo to Liberty Utilities Co. [removed: Subject to satisfying] [added: The] closing [removed: conditions and obtaining regulatory approvals,] [added: of] the sale is [removed: expected] [added: subject] to [removed: close in] [added: receipt of FERC authorization under Section 203 of] the [removed: second quarter] [added: Federal Power Act and clearance under the Hart-Scott-Rodino Antitrust Improvements Act] of [removed: 2022.][added: 1976.]
As of December 31, [removed: 2021,] [added: 2022,] KGPCo had [removed: 54] [added: 53] employees.
[removed: OPCo][added: | OPCo | | | | | | 1,713 | | |]
Organized in Ohio in 1907 and re-incorporated in 1924, OPCo is engaged in the transmission and distribution of electric power to approximately [removed: 1,515,000] [added: 1,521,000] retail customers in Ohio.
As of December 31, [removed: 2021,] [added: 2022,] OPCo had [removed: 1,694] [added: 1,713] employees.
[removed: PSO][added: | PSO | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.2 | | |]
Organized in Oklahoma in 1913, PSO is engaged in the generation, transmission and distribution of electric power to approximately [removed: 570,000] [added: 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 [removed: 3,931] [added: 4,380] MWs of generating capacity, which it uses to serve its retail and other customers.
As of December 31, [removed: 2021,] [added: 2022,] PSO had [removed: 1,018] [added: 1,030] employees.
[removed: SWEPCo][added: | | | | | | | SWEPCo | | | | | | 9.25 | | % | (c) | | |]
Organized in Delaware in 1912, SWEPCo is engaged in the generation, transmission and distribution of electric power to approximately [removed: 548,000] [added: 551,000] retail customers in northeastern and panhandle of Texas, northwestern Louisiana and western [removed: Arkansas] [added: Arkansas,] and in supplying and marketing electric power at wholesale to other electric utility companies, municipalities, rural electric cooperatives and other market participants.
SWEPCo owns [removed: 5,040] [added: 5,585] MWs of generating capacity, which it uses to serve its retail and other customers.
As of December 31, [removed: 2021,] [added: 2022,] SWEPCo had [removed: 1,369] [added: 1,372] employees.
Organized in West Virginia in 1883 and re-incorporated in 1911, WPCo provides electric service to approximately [removed: 42,000] [added: 41,000] retail customers in northern West Virginia and in supplying and marketing electric power at wholesale to other market participants.
As of December 31, [removed: 2021,] [added: 2022,] WPCo had [removed: 45] [added: 220] employees.
As of December 31, [removed: 2021,] [added: 2022,] AEPSC had [removed: 6,364] [added: 6,572] employees.
| FERC | | | | | | AEPTCo - PJM | | | | | | [removed: 10.35%] [added: 10.35] | | [added: %] | [added: (b)] | | |
| | | | | | | AEPTCo - SPP | | | | | | [removed: 10.50%] [added: 10.50] | | [added: %] | | | |
| Ohio | | | | | | OPCo | | | | | | [removed: 9.70%] [added: 9.70] | | [added: %] | | | |
| West Virginia | | | | | | APCo | | | | | | [removed: 9.75%] [added: 9.75] | | [added: %] | | | |
| Virginia | | | | | | APCo | | | | | | [removed: 9.20%] [added: 9.20] | | [added: %] | | | |
| [removed: Texas | | | | | |] AEP Texas | | | | | | [removed: 9.40% | | |] [added: 1,594] | | |
| Tennessee | | | | | | KGPCo | | | | | | [removed: 9.85%] [added: 9.50] | | [added: %] | | | |
| Kentucky | | | | | | KPCo | | | | | | [removed: 9.30%] [added: 9.30] | | [added: %] | [removed: (c)] | | |
| Louisiana | | | | | | SWEPCo | | | | | | [removed: 9.80%] [added: 9.50] | | [added: %] | | | |
| Arkansas | | | | | | SWEPCo | | | | | | [removed: 9.45%] [added: 9.50] | | [added: %] | | | |
| Oklahoma | | | | | | PSO | | | | | | [removed: 9.40%] [added: 9.40] | | [added: %] | | | |
[removed: (b)In] [added: (c)In] February 2022, SWEPCo filed a motion for rehearing with the PUCT challenging several errors in the final order, which [removed: includes] [added: included] a challenge of the approved ROE.
[removed: ][added: ]
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.
| | | | | | | WPCo | | | | | | 9.75 | | % | | | |
| Indiana | | | | | | I&M | | | | | | 9.70 | | % | | | |
| Michigan | | | | | | I&M | | | | | | 9.86 | | % | | | |
(b)In December 2022, the FERC issued an order removing the 50 basis point RTO incentive from OHTCo transmission formula rates effective February 2022, reducing OHTCo’s authorized ROE to 9.85%.
In April 2022, the PUCT denied the motion for rehearing.
In May 2022, SWEPCo filed a petition for review with the Texas District Court seeking a judicial review of the several errors challenged in the PUCT’s final order.
(b)Excludes $363 million loss on expected sale of the Kentucky Operations.
AEP and subsidiaries recognize revenues from customers for retail and wholesale electricity sales and electricity transmission and distribution delivery services.
AEP’s subsidiaries within the Vertically Integrated Utilities, Transmission and Distribution Utilities, AEP Transmission Holdco and Generation & Marketing segments derive revenue from the following sources: Retail Revenues, Wholesale and Competitive Retail Revenues, Other Revenues from Contracts with Customers and Alternative Revenues.
For further information relating to the sources of revenue for the Registrants, see Note 19 - Revenues from Contracts with Customers for additional information.
See “Financial Condition” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2022 Annual Report for additional information.
That rule was finalized in January 2023 and becomes effective in March 2023.
In July 2022, the Federal EPA proposed a conditional approval of the extension request for AEP’s Mountaineer facility, but that request has since been withdrawn.
Cross State Air Pollution
CSAPR is a regional trading program designed to address interstate transport of emissions that contribute significantly to non-attainment and maintenance of the ozone and PM NAAQS in downwind states.
CSAPR relies on SO2 and NOX allowances and individual state budgets to compel further emission reductions from electric utility generating units.
Interstate trading of allowances is allowed on a restricted basis.
In January 2021, the Federal EPA finalized a revised CSAPR rule, which substantially reduces the ozone season NOX budgets in 2021-2024.
Several utilities and other entities potentially subject to the Federal EPA’s NOX regulations have challenged that final rule in the U.S. Court of Appeals for the District of Columbia Circuit and oral arguments were held in September 2022.
Management cannot predict the outcome of that litigation, but believes it can meet the requirements of the rule in the near term, and is evaluating its compliance options for later years, when the budgets are further reduced.
In addition, in February 2023, the EPA Administrator finalized the denial of 2015 Ozone NAAQS SIPs for 19 states.
A FIP that further revises the ozone season NOX budgets under the existing CSAPR program in those states is expected to be finalized in the spring of 2023 and will likely take effect for the 2023 ozone season.
Management is evaluating the impacts of the rule changes.
See “Corporate Governance” section for additional information.
The Federal EPA has announced it expects to propose a new rule in 2023.
As of December 31, 2022, the AEP System owned generating capacity of approximately 25,000 MWs.
Additionally, AEP’s regulated utilities own and operate 1,484 MWs of wind, 805 MWs of hydro and 36 MWs of solar power delivering renewable energy to the companies’ customers.
AEP’s regulated utilities have significant plans to add new renewable generation.
SWEPCo is seeking approval from state regulators to acquire three renewable energy projects totaling 999 MWs.
PSO is seeking approval from its state regulator to acquire 996 MW of new renewable projects.
Additionally, AEP’s regulated utilities issued RFPs in 2022 seeking additional owned renewable energy projects totaling 4,800 MWs.
During November 2022, the 235 MW Flat Ridge 2 wind facility was sold.
For more information on the pending sale of the competitive contracted renewables portfolio, see the “Contracted Renewable Generation Facilities” section of Management’s Discussion and Analysis.
In addition, the Board holds extended meetings twice a year to provide extra time for a more robust review of the Company’s strategy, including discussions about carbon and carbon risk.
In October 2022, AEP announced new intermediate and long-term CO2 emission reduction goals, based on the output of the AEP’s integrated resource plans, which take into account economics, customer demand, grid reliability and resiliency, regulations and the company’s current business strategy.
AEP adjusted its near-term CO2 emission reduction target from a 2000 baseline to a 2005 baseline, upgraded its 80% reduction by 2030 target to include full Scope 1 emissions and accelerated its net-zero goal by five years to 2045.
AEP’s total Scope 1 GHG estimated emissions in 2022 were approximately 52.5 million metric tons, a 65% reduction from AEP’s 2005 Scope 1 GHG emissions (inclusive of emission reductions that result from plants that have been sold).
AEPTCo
I&M
| | | | | | | WPCo | | | | | | 9.75% | | | | | |
| Indiana | | | | | | I&M | | | | | | 9.70% | | | | | |
| Michigan | | | | | | I&M | | | | | | 9.86% | | | | | |
| | | | | | | SWEPCo | | | | | | 9.25% | | | (b) | | |
(c)Final order received and made effective in January 2021 that approved an authorized ROE of 9.30%.
The authorized ROE for riders with an approved equity return (Decommissioning Rider and the Environmental Surcharge) is 9.10%.
The principal classes of service from which AEP’s subsidiaries derive revenues and the amount of such revenues during the years ended December 31, 2021, 2020 and 2019 are as follows:
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| | | | | | | Years Ended December 31, | | | | | | | | | | | | | | |
| | | | | | | (in millions) | | | | | | | | | | | | | | |
| Vertically Integrated Utilities Segment | | | | | | | | | | | | | | | | | | | | |
| Retail Revenues | | | | | | | | | | | | | | | | | | | | |
| Residential Sales | | | | | | $ | 3,952.2 | | | | | $ | 3,614.8 | | | | | $ | 3,641.2 | |
| Commercial Sales | | | | | | 2,208.6 | | | | | | 2,021.0 | | | | | | 2,151.1 | | |
| Industrial Sales | | | | | | 2,169.2 | | | | | | 2,023.5 | | | | | | 2,178.3 | | |
| Other Retail Sales | | | | | | 170.0 | | | | | | 155.8 | | | | | | 179.2 | | |
| Total Retail Revenues | | | | | | 8,500.0 | | | | | | 7,815.1 | | | | | | 8,149.8 | | |
| Wholesale Revenues | | | | | | | | | | | | | | | | | | | | |
| Off-system Sales | | | | | | 949.7 | | | | | | 589.3 | | | | | | 814.5 | | |
| Transmission | | | | | | 239.0 | | | | | | 249.5 | | | | | | 200.7 | | |
| Total Wholesale Revenues | | | | | | 1,188.7 | | | | | | 838.8 | | | | | | 1,015.2 | | |
| Other Electric Revenues | | | | | | 138.4 | | | | | | 85.8 | | | | | | 93.8 | | |
| Provision for Rate Refund | | | | | | (3.1) | | | | | | (21.7) | | | | | | (44.7) | | |
| Other Operating Revenues | | | | | | 28.3 | | | | | | 35.2 | | | | | | 31.6 | | |
| Sales to Affiliates | | | | | | 146.2 | | | | | | 126.2 | | | | | | 121.4 | | |
| Total Revenues Vertically Integrated Utilities Segment | | | | | | $ | 9,998.5 | | | | | $ | 8,879.4 | | | | | $ | 9,367.1 | |
| Transmission and Distribution Utilities Segment | | | | | | | | | | | | | | | | | | | | |
| Residential Sales | | | | | | $ | 2,136.7 | | | | | $ | 2,114.9 | | | | | $ | 2,084.5 | |
| Commercial Sales | | | | | | 1,083.4 | | | | | | 1,049.5 | | | | | | 1,148.8 | | |
| Industrial Sales | | | | | | 397.8 | | | | | | 390.0 | | | | | | 426.5 | | |
| Other Retail Sales | | | | | | 44.0 | | | | | | 42.5 | | | | | | 43.7 | | |
| Total Retail Revenues | | | | | | 3,661.9 | | | | | | 3,596.9 | | | | | | 3,703.5 | | |
| Off-system Sales | | | | | | 100.8 | | | | | | 60.6 | | | | | | 93.0 | | |
| Transmission | | | | | | 574.5 | | | | | | 471.8 | | | | | | 437.7 | | |
| Total Wholesale Revenues | | | | | | 675.3 | | | | | | 532.4 | | | | | | 530.7 | | |
| Other Electric Revenues | | | | | | 112.9 | | | | | | 95.0 | | | | | | 58.6 | | |
| Provision for Rate Refund | | | | | | — | | | | | | 2.3 | | | | | | 12.5 | | |
An excerpt. Shown here: 40 of 171 rewritten, 40 of 124 added and 40 of 276 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2022 filing and the FY2021 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 0 added, 0 removed, 0 unchanged
For a discussion of material legal proceedings, see Note 6 - Commitments, Guarantees and Contingencies included in the [removed: 2021] [added: 2022] Annual Report for additional information.
Cover and table of contents
46 rewritten, 25 added, 29 removed, 345 unchanged
For the fiscal year ended December 31, [removed: 2021][added: 2022]
| | | | | | | Aggregate Market Value of Voting and Non-Voting Common Equity Held by Nonaffiliates of the Registrants as of June 30, [removed: 2021] [added: 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, [removed: 2021] [added: 2022] | | |
| American Electric Power Company, Inc. | | | | | | [added: $49,300,311,811] | | | [added: | | | 513,866,081 | | |]
| Portions of Proxy Statement of American Electric Power Company, Inc. for [removed: 2022] [added: 2023] Annual Meeting of Shareholders. | | | | | | Part III | | |
| | | | Glossary of Terms | | | [removed: [i](#ia8686df2e5124b369ec8b0e2f8a075fd_10)] [added: [i](#i8af612e789af49f28932152c327dbde7_10)] | | |
| | | | Forward-Looking Information | | | [removed: [vii](#ia8686df2e5124b369ec8b0e2f8a075fd_13)] [added: [vii](#i8af612e789af49f28932152c327dbde7_13)] | | |
| | | | Business Segments | | | [removed: [18](#ia8686df2e5124b369ec8b0e2f8a075fd_37)] [added: [15](#i8af612e789af49f28932152c327dbde7_40)] | | |
| | | | Vertically Integrated Utilities | | | [removed: [18](#ia8686df2e5124b369ec8b0e2f8a075fd_40)] [added: [15](#i8af612e789af49f28932152c327dbde7_43)] | | |
| | | | Transmission and Distribution Utilities | | | [removed: [25](#ia8686df2e5124b369ec8b0e2f8a075fd_43)] [added: [22](#i8af612e789af49f28932152c327dbde7_46)] | | |
| | | | AEP Transmission Holdco | | | [removed: [27](#ia8686df2e5124b369ec8b0e2f8a075fd_46)] [added: [24](#i8af612e789af49f28932152c327dbde7_49)] | | |
| | | | Generation & Marketing | | | [removed: [31](#ia8686df2e5124b369ec8b0e2f8a075fd_49)] [added: [27](#i8af612e789af49f28932152c327dbde7_52)] | | |
| | | | Executive Officers of AEP | | | [removed: [34](#ia8686df2e5124b369ec8b0e2f8a075fd_52)] [added: [30](#i8af612e789af49f28932152c327dbde7_55)] | | |
| 1A | | | Risk Factors | | | [removed: [35](#ia8686df2e5124b369ec8b0e2f8a075fd_55)] [added: [32](#i8af612e789af49f28932152c327dbde7_58)] | | |
| 1B | | | Unresolved Staff Comments | | | [removed: [48](#ia8686df2e5124b369ec8b0e2f8a075fd_58)] [added: [45](#i8af612e789af49f28932152c327dbde7_61)] | | |
| | | | Generation Facilities | | | [removed: [48](#ia8686df2e5124b369ec8b0e2f8a075fd_64)] [added: [45](#i8af612e789af49f28932152c327dbde7_67)] | | |
| | | | [Transmission and Distribution [removed: Facilities](#ia8686df2e5124b369ec8b0e2f8a075fd_157)] [added: Facilities](#i8af612e789af49f28932152c327dbde7_160)] | | | [removed: [53](#ia8686df2e5124b369ec8b0e2f8a075fd_67)] [added: [51](#i8af612e789af49f28932152c327dbde7_70)] | | |
| | | | Title to Property | | | [removed: [54](#ia8686df2e5124b369ec8b0e2f8a075fd_70)] [added: [51](#i8af612e789af49f28932152c327dbde7_73)] | | |
| | | | [System Transmission Lines and Facility [removed: Siting](#ia8686df2e5124b369ec8b0e2f8a075fd_163)] [added: Siting](#i8af612e789af49f28932152c327dbde7_166)] | | | [removed: [54](#ia8686df2e5124b369ec8b0e2f8a075fd_73)] [added: [52](#i8af612e789af49f28932152c327dbde7_76)] | | |
| | | | Construction Program | | | [removed: [54](#ia8686df2e5124b369ec8b0e2f8a075fd_76)] [added: [52](#i8af612e789af49f28932152c327dbde7_79)] | | |
| | | | Potential Uninsured Losses | | | [removed: [54](#ia8686df2e5124b369ec8b0e2f8a075fd_79)] [added: [52](#i8af612e789af49f28932152c327dbde7_82)] | | |
| 3 | | | Legal Proceedings | | | [removed: [54](#ia8686df2e5124b369ec8b0e2f8a075fd_82)] [added: [52](#i8af612e789af49f28932152c327dbde7_85)] | | |
| 4 | | | Mine Safety Disclosure | | | [removed: [55](#ia8686df2e5124b369ec8b0e2f8a075fd_85)] [added: [52](#i8af612e789af49f28932152c327dbde7_88)] | | |
| 5 | | | Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [56](#ia8686df2e5124b369ec8b0e2f8a075fd_91)] [added: [54](#i8af612e789af49f28932152c327dbde7_94)] | | |
| 7 | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [57](#ia8686df2e5124b369ec8b0e2f8a075fd_97)] [added: [55](#i8af612e789af49f28932152c327dbde7_100)] | | |
| 7A | | | Quantitative and Qualitative Disclosures about Market Risk | | | [removed: [57](#ia8686df2e5124b369ec8b0e2f8a075fd_100)] [added: [55](#i8af612e789af49f28932152c327dbde7_103)] | | |
| 8 | | | Financial Statements and Supplementary Data | | | [removed: [57](#ia8686df2e5124b369ec8b0e2f8a075fd_103)] [added: [55](#i8af612e789af49f28932152c327dbde7_106)] | | |
| 9 | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [424](#ia8686df2e5124b369ec8b0e2f8a075fd_565)] [added: [428](#i8af612e789af49f28932152c327dbde7_547)] | | |
| 9C | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [424](#ia8686df2e5124b369ec8b0e2f8a075fd_4186)] [added: [428](#i8af612e789af49f28932152c327dbde7_556)] | | |
| 10 | | | Directors, Executive Officers and Corporate Governance | | | [removed: [425](#ia8686df2e5124b369ec8b0e2f8a075fd_577)] [added: [429](#i8af612e789af49f28932152c327dbde7_562)] | | |
| 12 | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [426](#ia8686df2e5124b369ec8b0e2f8a075fd_583)] [added: [430](#i8af612e789af49f28932152c327dbde7_568)] | | |
| 13 | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#ia8686df2e5124b369ec8b0e2f8a075fd_211)] [added: Independence](#i8af612e789af49f28932152c327dbde7_211)] | | | [removed: [426](#ia8686df2e5124b369ec8b0e2f8a075fd_586)] [added: [430](#i8af612e789af49f28932152c327dbde7_571)] | | |
| 14 | | | Principal Accounting Fees and Services | | | [removed: [427](#ia8686df2e5124b369ec8b0e2f8a075fd_589)] [added: [431](#i8af612e789af49f28932152c327dbde7_574)] | | |
| | | | Index of Financial Statement Schedules | | | [removed: S-[1](#ia8686df2e5124b369ec8b0e2f8a075fd_604)] [added: S-[1](#i8af612e789af49f28932152c327dbde7_589)] | | |
| AEP Wind [removed: Holdings] [added: 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. | | |
| ATM | | | | | | [removed: At-the-Market] [added: At-the-Market.] | | |
| DCC Fuel | | | | | | DCC Fuel [removed: IX , DCC Fuel X, DCC Fuel] XI, DCC Fuel XII, DCC Fuel XIII, DCC Fuel XIV, DCC Fuel XV, [added: DCC Fuel XVI, DCC Fuel XVII] and DCC Fuel [removed: XVI] [added: XVIII] consolidated VIEs formed for the purpose of acquiring, owning and leasing nuclear fuel to I&M. | | |
| PTC | | | | | | Production Tax [removed: Credits.] [added: Credit.] | | |
| Rockport Plant | | | | | | A generation plant, [added: jointly-owned by AEGCo and I&M,] consisting of two 1,310 MW coal-fired generating units near Rockport, Indiana. [removed: AEGCo and I&M jointly-own Unit 1. In 1989, AEGCo and I&M entered into a sale-and-leaseback transaction with Wilmington Trust Company, an unrelated, unconsolidated trustee for Rockport Plant, Unit 2.] | | |
| Transition Funding | | | | | | AEP Texas Central Transition Funding [removed: II LLC and AEP Texas Central Transition Funding] III LLC, [added: a] wholly-owned [removed: subsidiaries] [added: subsidiary] of [removed: TCC] [added: AEP Texas] and consolidated VIE formed for the purpose of issuing and servicing securitization bonds related to [removed: Texas Restructuring Legislation. In July 2020, the final AEP Texas Central Transition Funding II LLC securitization bond matured.] [added: restructuring legislation in Texas.] | | |
| Trent | | | | | | Trent Wind Farm LLC, a 156 MW wind electricity generation facility located [removed: between Abilene and Sweetwater] in west Texas in which AEP owns a 100% interest. | | |
| 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). | | | | | | | | | | | | | | | | | |
| | | | | | | ¨ | | | | | | | | | | | |
| | | | General | | | [1](#i8af612e789af49f28932152c327dbde7_22) | | |
| 2 | | | Properties | | | [45](#i8af612e789af49f28932152c327dbde7_64) | | |
| 6 | | | Reserved | | | [55](#i8af612e789af49f28932152c327dbde7_97) | | |
| 9A | | | Controls and Procedures | | | [428](#i8af612e789af49f28932152c327dbde7_550) | | |
| 9B | | | Other Information | | | [428](#i8af612e789af49f28932152c327dbde7_553) | | |
| 11 | | | Executive Compensation | | | [429](#i8af612e789af49f28932152c327dbde7_565) | | |
| | | | Financial Statements | | | [432](#i8af612e789af49f28932152c327dbde7_580) | | |
| 16 | | | Form 10-K Summary | | | [433](#i8af612e789af49f28932152c327dbde7_583) | | |
| | | | Signatures | | | [434](#i8af612e789af49f28932152c327dbde7_586) | | |
| | | | Exhibit Index | | | E-[1](#i8af612e789af49f28932152c327dbde7_640) | | |
| CO2e | | | | | | Carbon dioxide equivalent. | | |
| GHG | | | | | | Greenhouse gas. | | |
| IRA | | | | | | On August 16, 2022 President Biden signed into law legislation commonly referred to as the “Inflation Reduction Act” (IRA). | | |
| 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. | | |
| NOLC | | | | | | Net operating loss carryforwards. | | |
| ODFA | | | | | | Oklahoma Development Finance Authority. | | |
| PSA | | | | | | Purchase and Sale Agreement. | | |
| • | | | 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. | | |
| • | | | The impact of federal tax legislation on results of operations, financial condition, cash flows or credit ratings. | | |
| • | | | The impact of changing expectations and demands of customers, regulators, investors and stakeholders, including heightened emphasis on environmental, social and governance concerns. | | |
| American Electric Power Company Inc. | | | | | | 6.125% Corporate Units | | | | | | AEPPL | | | | | | The NASDAQ Stock Market LLC | | |
| American Electric Power Company, Inc. | | | | | | $42,651,294,349 | | | | | | 504,212,015 | | |
| Portions of Annual Reports of the following companies for the fiscal year ended December 31, 2021: | | | | | | Part II | | |
| AEP Texas Inc. | | | | | | | | |
| AEP Transmission Company, LLC | | | | | | | | |
| Appalachian Power Company | | | | | | | | |
| Indiana Michigan Power Company | | | | | | | | |
| Ohio Power Company | | | | | | | | |
| Public Service Company of Oklahoma | | | | | | | | |
| Southwestern Electric Power Company | | | | | | | | |
| | | | General | | | [1](#ia8686df2e5124b369ec8b0e2f8a075fd_22) | | |
| 2 | | | Properties | | | [48](#ia8686df2e5124b369ec8b0e2f8a075fd_61) | | |
| 6 | | | Reserved | | | [57](#ia8686df2e5124b369ec8b0e2f8a075fd_94) | | |
| 9A | | | Controls and Procedures | | | [424](#ia8686df2e5124b369ec8b0e2f8a075fd_568) | | |
| 9B | | | Other Information | | | [424](#ia8686df2e5124b369ec8b0e2f8a075fd_571) | | |
| 11 | | | Executive Compensation | | | [425](#ia8686df2e5124b369ec8b0e2f8a075fd_580) | | |
| | | | Financial Statements | | | [428](#ia8686df2e5124b369ec8b0e2f8a075fd_595) | | |
| 16 | | | Form 10-K Summary | | | [429](#ia8686df2e5124b369ec8b0e2f8a075fd_598) | | |
| | | | Signatures | | | [430](#ia8686df2e5124b369ec8b0e2f8a075fd_601) | | |
| | | | Report of Independent Registered Public Accounting Firm | | | S-[2](#ia8686df2e5124b369ec8b0e2f8a075fd_607) | | |
| | | | Exhibit Index | | | E-[1](#ia8686df2e5124b369ec8b0e2f8a075fd_655) | | |
| AEP Utilities | | | | | | AEP Utilities, Inc., a former subsidiary of AEP and holding company for TCC, TNC and CSW Energy, Inc. Effective December 31, 2016, TCC and TNC were merged into AEP Utilities, Inc. Subsequently following this merger, the assets and liabilities of CSW Energy, Inc. were transferred to a competitive affiliate company and AEP Utilities, Inc. was renamed AEP Texas Inc. | | |
| AMI | | | | | | Advanced Metering Infrastructure. | | |
| Energy Supply | | | | | | AEP Energy Supply LLC, a nonregulated holding company for AEP’s competitive generation, wholesale and retail businesses, and a wholly-owned subsidiary of AEP. | | |
| Global Settlement | | | | | | In February 2017, the PUCO approved a settlement agreement filed by OPCo in December 2016 which resolved all remaining open issues on remand from the Supreme Court of Ohio in OPCo’s 2009 - 2011 and June 2012 - May 2015 ESP filings. It also resolved all open issues in OPCo’s 2009, 2014 and 2015 SEET filings and 2009, 2012 and 2013 FAC Audits. | | |
| SEET | | | | | | Significantly Excessive Earnings Test. | | |
| TCC | | | | | | Formerly AEP Texas Central Company; now a division of AEP Texas. | | |
| Texas Restructuring Legislation | | | | | | Legislation enacted in 1999 to restructure the electric utility industry in Texas. | | |
| TNC | | | | | | Formerly AEP Texas North Company; now a division of AEP Texas. | | |
An excerpt. Shown here: 40 of 46 rewritten, all 25 added and all 29 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2022 filing and the FY2021 filing.
Item 2. PROPERTIES
19 rewritten, 25 added, 22 removed, 158 unchanged
As of December 31, [removed: 2021,] [added: 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:
See [removed: “Dispositions] [added: the “Disposition] of KPCo and KTCo” section of Note 7 included in the [removed: 2021] [added: 2022] Annual Report for additional information.
| Tulsa | | | | | | 2 | | | | | | OK | | | | | | Steam - Natural Gas | | | | | | [removed: 322] [added: 318] | | | | | | 1956 | | |
| Sundance (a) | | | | | | NA | | | | | | OK | | | | | | Wind | | | | | | [removed: 91] [added: 90] | | | | | | 2021 | | |
| Total MWs | | | | | | | | | | | | | | | | | | | | | | | | [removed: 3,931] [added: 4,380] | | | | | | | | |
(a)SWEPCo owns a 54.5% interest and PSO owns the remaining 45.5% interest in [removed: Sundance] [added: Sundance, Maverick] and [removed: Maverick.][added: Traverse.]
| Sundance (d) | | | | | | NA | | | | | | OK | | | | | | Wind | | | | | | [removed: 108] [added: 109] | | | | | | 2021 | | |
| Total MWs | | | | | | | | | | | | | | | | | | | | | | | | [removed: 5,040] [added: 5,585] | | | | | | | | |
(d)SWEPCo owns a 54.5% interest and PSO owns the remaining 45.5% interest in [removed: Sundance] [added: Sundance, Maverick] and [removed: Maverick.][added: Traverse.]
| [removed: 1,435] [added: 1,200] MW | | | | | | AEP Renewables | | | | | | Wind | | | | | | Eight states (a) | | | | | | In-service | | |
| [removed: 161] [added: 168] MW | | | | | | AEP OnSite Partners | | | | | | Solar | | | | | | Seventeen states (b) | | | | | | In-service | | |
| [removed: 27] [added: 26] MW | | | | | | AEP OnSite Partners | | | | | | Solar | | | | | | Two states (c) | | | | | | Under Construction | | |
| Total Circuit Miles | | | | | | [removed: 131,268] [added: 131,147] | | |
| AEP Texas | | | | | | [removed: 46,353] [added: 46,492] | | |
| Total Circuit Miles | | | | | | [removed: 91,056] [added: 91,068] | | |
| Total Circuit Miles | | | | | | [removed: 5,628] [added: 6,072] | | |
AEP forecasts approximately [removed: $7.6] [added: $6.8] billion of construction expenditures for [removed: 2022.][added: 2023.]
See the “Budgeted Capital Expenditures” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the [removed: 2021] [added: 2022] Annual Report for additional information.
For risks related to owning a nuclear generating unit, see the “Nuclear Contingencies” section of Note 6 - Commitments, Guarantees and Contingencies included in the [removed: 2021] [added: 2022] Annual Report for additional information.
(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.
(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.
| 2022 | | | 79.4 | | % | | | | 86.6 | | % |
(b)In September 2022, pursuant to resolutions under the existing Mitchell Plant agreement, WPCo replaced KPCo as the operator of Mitchell Plant.
| Traverse (a) | | | | | | NA | | | | | | OK | | | | | | Wind | | | | | | 454 | | | | | | 2022 | | |
| Traverse (d) | | | | | | NA | | | | | | OK | | | | | | Wind | | | | | | 544 | | | | | | 2022 | | |
(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.
| APCo | | | | | | 51,620 | | |
| I&M | | | | | | 20,852 | | |
| KGPCo | | | | | | 1,406 | | |
| KPCo | | | | | | 11,182 | | |
| PSO | | | | | | 18,177 | | |
| SWEPCo | | | | | | 26,174 | | |
| WPCo | | | | | | 1,736 | | |
| OPCo | | | | | | 44,576 | | |
| ETT | | | | | | 1,884 | | |
| IMTCo | | | | | | 1,115 | | |
| OHTCo | | | | | | 1,215 | | |
| OKTCo | | | | | | 1,061 | | |
| WVTCo | | | | | | 344 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Plant Name | | | | | | Units | | | | | | State | | | | | | Fuel Type | | | | | | Net Maximum Capacity (MWs) | | | | | | Year Plant or First Unit Commissioned | | |
(a)Rockport Plant, Unit 2 is leased.
In April 2021, AEGCo and I&M executed an agreement to purchase 100% of the interests in Rockport Plant, Unit 2 effective at the end of the lease term in December 2022.
| 2019 | | | 77.3 | | % | | | | 84.3 | | % |
(b)In November 2021, KPCo made filings with KPSC, WVPSC and FERC to approve a new proposed Mitchell Plant Operations and Maintenance Agreement and Mitchell Plant Ownership Agreement between KPCo and WPCo pursuant to which WPCo will replace KPCo as the operator of Mitchell Plant.
| AGR | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cardinal | | | | | | 1 | | | | | | OH | | | | | | Steam - Coal | | | | | | 595 | | | | | | 1967 | | |
| APCo | | | | | | 51,714 | | |
| I&M | | | | | | 20,943 | | |
| KGPCo | | | | | | 1,408 | | |
| KPCo | | | | | | 11,166 | | |
| PSO | | | | | | 18,145 | | |
| SWEPCo | | | | | | 26,162 | | |
| WPCo | | | | | | 1,730 | | |
| OPCo | | | | | | 44,703 | | |
| ETT | | | | | | 1,883 | | |
| IMTCo | | | | | | 990 | | |
| OHTCo | | | | | | 1,026 | | |
| OKTCo | | | | | | 1,015 | | |
| WVTCo | | | | | | 261 | | |
Item 4. MINE SAFETY DISCLOSURE
1 rewritten, 0 added, 0 removed, 5 unchanged
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, [removed: 2021.][added: 2022.]
Item 5. MARKET FOR REGISTRANTS’ COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
7 rewritten, 0 added, 0 removed, 11 unchanged
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 [removed: 2021] [added: 2022] Annual Report.
During the quarter ended December 31, [removed: 2021,] [added: 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.
For more information see the “Dividend Restrictions” section of Note 14 - Financing Activities included in the [removed: 2021] [added: 2022] Annual Report.
As of December 31, [removed: 2021,] [added: 2022,] AEP had [removed: 53,124] [added: 51,279] registered shareholders.
The performance graph assumes an initial investment of $100 on December 31, [removed: 2016] [added: 2017] and that all dividends were reinvested.
[removed: ][added: ]
Data as of December 31, [removed: 2021.][added: 2022.]
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
3,582 rewritten, 2,154 added, 1,207 removed, 7,335 unchanged
[removed: 2021] [added: 2022] Annual Reports
[removed: ][added: ]
| [removed: [American] [added: American] Electric Power Company, Inc. and Subsidiary [removed: Companies:](#ia8686df2e5124b369ec8b0e2f8a075fd_112)] [added: Companies] | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia8686df2e5124b369ec8b0e2f8a075fd_118)] [added: Operations](#i8af612e789af49f28932152c327dbde7_121)] | | | | | | | | | [removed: [60](#ia8686df2e5124b369ec8b0e2f8a075fd_118)] [added: [58](#i8af612e789af49f28932152c327dbde7_121)] | | |
| | | | [Report of Independent Registered Public Accounting [removed: Firm](#ia8686df2e5124b369ec8b0e2f8a075fd_175)] [added: Firm](#i8af612e789af49f28932152c327dbde7_178)] (PCAOB ID 238) | | | | | | | | | [removed: [126](#ia8686df2e5124b369ec8b0e2f8a075fd_175)] [added: [127](#i8af612e789af49f28932152c327dbde7_178)] | | |
| | | | Management’s Report on Internal Control Over Financial Reporting | | | | | | | | | [removed: [129](#ia8686df2e5124b369ec8b0e2f8a075fd_178)] [added: [131](#i8af612e789af49f28932152c327dbde7_181)] | | |
| | | | Management’s Narrative Discussion and Analysis of Results of Operations | | | | | | | | | [removed: [137](#ia8686df2e5124b369ec8b0e2f8a075fd_205)] [added: [139](#i8af612e789af49f28932152c327dbde7_208)] | | |
| | | | Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | | | | | | | | | [removed: [140](#ia8686df2e5124b369ec8b0e2f8a075fd_214)] [added: [142](#i8af612e789af49f28932152c327dbde7_214)] | | |
| | | | Management’s Report on Internal Control Over Financial Reporting | | | | | | | | | [removed: [142](#ia8686df2e5124b369ec8b0e2f8a075fd_217)] [added: [144](#i8af612e789af49f28932152c327dbde7_217)] | | |
| | | | Consolidated Financial Statements | | | | | | | | | [removed: [143](#ia8686df2e5124b369ec8b0e2f8a075fd_220)] [added: [145](#i8af612e789af49f28932152c327dbde7_220)] | | |
| | | | Management’s Narrative Discussion and Analysis of Results of Operations | | | | | | | | | [removed: [150](#ia8686df2e5124b369ec8b0e2f8a075fd_244)] [added: [152](#i8af612e789af49f28932152c327dbde7_244)] | | |
| | | | Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | | | | | | | | | [removed: [152](#ia8686df2e5124b369ec8b0e2f8a075fd_253)] [added: [154](#i8af612e789af49f28932152c327dbde7_250)] | | |
| | | | Management’s Report on Internal Control Over Financial Reporting | | | | | | | | | [removed: [154](#ia8686df2e5124b369ec8b0e2f8a075fd_256)] [added: [157](#i8af612e789af49f28932152c327dbde7_253)] | | |
| [Appalachian Power Company and [removed: Subsidiaries:](#ia8686df2e5124b369ec8b0e2f8a075fd_277)] [added: Subsidiaries:](#i8af612e789af49f28932152c327dbde7_274)] | | | | | | | | | | | | | | |
| | | | [Management’s Narrative Discussion and Analysis of Results of [removed: Operations](#ia8686df2e5124b369ec8b0e2f8a075fd_280)] [added: Operations](#i8af612e789af49f28932152c327dbde7_277)] | | | | | | | | | [removed: [161](#ia8686df2e5124b369ec8b0e2f8a075fd_280)] [added: [164](#i8af612e789af49f28932152c327dbde7_277)] | | |
| | | | [Report of Independent Registered Public Accounting [removed: Firm](#ia8686df2e5124b369ec8b0e2f8a075fd_289)] [added: Firm](#i8af612e789af49f28932152c327dbde7_283)] (PCAOB ID 238) | | | | | | | | | [removed: [164](#ia8686df2e5124b369ec8b0e2f8a075fd_289)] [added: [167](#i8af612e789af49f28932152c327dbde7_283)] | | |
| | | | Management’s Report on Internal Control Over Financial Reporting | | | | | | | | | [removed: [166](#ia8686df2e5124b369ec8b0e2f8a075fd_292)] [added: [169](#i8af612e789af49f28932152c327dbde7_286)] | | |
| [Indiana Michigan Power Company and [removed: Subsidiaries:](#ia8686df2e5124b369ec8b0e2f8a075fd_316)] [added: Subsidiaries:](#i8af612e789af49f28932152c327dbde7_310)] | | | | | | | | | | | | | | |
| | | | [Management’s Narrative Discussion and Analysis of Results of [removed: Operations](#ia8686df2e5124b369ec8b0e2f8a075fd_319)] [added: Operations](#i8af612e789af49f28932152c327dbde7_313)] | | | | | | | | | [removed: [174](#ia8686df2e5124b369ec8b0e2f8a075fd_319)] [added: [177](#i8af612e789af49f28932152c327dbde7_313)] | | |
| | | | [Report of Independent Registered Public Accounting [removed: Firm](#ia8686df2e5124b369ec8b0e2f8a075fd_328)] [added: Firm](#i8af612e789af49f28932152c327dbde7_319)] (PCAOB ID 238) | | | | | | | | | [removed: [177](#ia8686df2e5124b369ec8b0e2f8a075fd_328)] [added: [180](#i8af612e789af49f28932152c327dbde7_319)] | | |
| | | | Management’s Report on Internal Control Over Financial Reporting | | | | | | | | | [removed: [179](#ia8686df2e5124b369ec8b0e2f8a075fd_331)] [added: [182](#i8af612e789af49f28932152c327dbde7_322)] | | |
| [Ohio Power Company and [removed: Subsidiaries:](#ia8686df2e5124b369ec8b0e2f8a075fd_355)] [added: Subsidiaries:](#i8af612e789af49f28932152c327dbde7_346)] | | | | | | | | | | | | | | |
| | | | [Management’s Narrative Discussion and Analysis of Results of [removed: Operations](#ia8686df2e5124b369ec8b0e2f8a075fd_358)] [added: Operations](#i8af612e789af49f28932152c327dbde7_349)] | | | | | | | | | [removed: [187](#ia8686df2e5124b369ec8b0e2f8a075fd_358)] [added: [190](#i8af612e789af49f28932152c327dbde7_349)] | | |
| | | | [Report of Independent Registered Public Accounting [removed: Firm](#ia8686df2e5124b369ec8b0e2f8a075fd_367)] [added: Firm](#i8af612e789af49f28932152c327dbde7_355)] (PCAOB ID 238) | | | | | | | | | [removed: [190](#ia8686df2e5124b369ec8b0e2f8a075fd_367)] [added: [193](#i8af612e789af49f28932152c327dbde7_355)] | | |
| | | | Management’s Report on Internal Control Over Financial Reporting | | | | | | | | | [removed: [193](#ia8686df2e5124b369ec8b0e2f8a075fd_370)] [added: [196](#i8af612e789af49f28932152c327dbde7_358)] | | |
| [Public Service Company of [removed: Oklahoma:](#ia8686df2e5124b369ec8b0e2f8a075fd_394)] [added: Oklahoma:](#i8af612e789af49f28932152c327dbde7_382)] | | | | | | | | | | | | | | |
| | | | [Management’s Narrative Discussion and Analysis of Results of [removed: Operations](#ia8686df2e5124b369ec8b0e2f8a075fd_397)] [added: Operations](#i8af612e789af49f28932152c327dbde7_385)] | | | | | | | | | [removed: [201](#ia8686df2e5124b369ec8b0e2f8a075fd_397)] [added: [203](#i8af612e789af49f28932152c327dbde7_385)] | | |
| | | | [Report of Independent Registered Public Accounting [removed: Firm](#ia8686df2e5124b369ec8b0e2f8a075fd_406)] [added: Firm](#i8af612e789af49f28932152c327dbde7_391)] (PCAOB ID 238) | | | | | | | | | [removed: [204](#ia8686df2e5124b369ec8b0e2f8a075fd_406)] [added: [206](#i8af612e789af49f28932152c327dbde7_391)] | | |
| | | | Management’s Report on Internal Control Over Financial Reporting | | | | | | | | | [removed: [206](#ia8686df2e5124b369ec8b0e2f8a075fd_409)] [added: [208](#i8af612e789af49f28932152c327dbde7_394)] | | |
| [Southwestern Electric Power Company [removed: Consolidated:](#ia8686df2e5124b369ec8b0e2f8a075fd_433)] [added: Consolidated:](#i8af612e789af49f28932152c327dbde7_418)] | | | | | | | | | | | | | | |
| | | | [Management’s Narrative Discussion and Analysis of Results of [removed: Operations](#ia8686df2e5124b369ec8b0e2f8a075fd_436)] [added: Operations](#i8af612e789af49f28932152c327dbde7_421)] | | | | | | | | | [removed: [214](#ia8686df2e5124b369ec8b0e2f8a075fd_436)] [added: [216](#i8af612e789af49f28932152c327dbde7_421)] | | |
| | | | [Report of Independent Registered Public Accounting [removed: Firm](#ia8686df2e5124b369ec8b0e2f8a075fd_445)] [added: Firm](#i8af612e789af49f28932152c327dbde7_427)] (PCAOB ID 238) | | | | | | | | | [removed: [217](#ia8686df2e5124b369ec8b0e2f8a075fd_445)] [added: [219](#i8af612e789af49f28932152c327dbde7_427)] | | |
| | | | Management’s Report on Internal Control Over Financial Reporting | | | | | | | | | [removed: [219](#ia8686df2e5124b369ec8b0e2f8a075fd_448)] [added: [221](#i8af612e789af49f28932152c327dbde7_430)] | | |
| [Index of Notes to Financial Statements of [removed: Registrant](#ia8686df2e5124b369ec8b0e2f8a075fd_472)s] [added: Registrant](#i8af612e789af49f28932152c327dbde7_454)s] | | | | | | | | | | | | [removed: [226](#ia8686df2e5124b369ec8b0e2f8a075fd_472)] [added: [228](#i8af612e789af49f28932152c327dbde7_454)] | | |
- Approximately [removed: 224,000] [added: 225,000] circuit miles of distribution lines that deliver electricity to [removed: 5.5] [added: 5.6] million customers.
- Approximately [removed: 22,500] [added: 23,500] MWs of regulated owned generating capacity [removed: and approximately 4,600 MWs of regulated PPA capacity in 3 RTOs] as of December 31, [removed: 2021,] [added: 2022,] one of the largest complements of generation in the United States.
[removed: In 2021, the] [added: The] Registrants have experienced certain supply chain disruptions driven by several factors including staffing and travel issues caused by the COVID-19 pandemic, [added: international tensions including the ramifications of regional conflict,] increased demand due to the economic recovery from the pandemic, [added: inflation,] labor shortages in certain trades and shortages in the availability of certain raw materials.
These supply chain disruptions have not had a material impact on the Registrants net income, cash flows and financial condition, but have extended lead times for certain goods and [removed: services.][added: services and have contributed to higher prices for fuel, materials, labor, equipment and other needed commodities.]
[removed: However, a] [added: A] prolonged continuation or a [removed: future] [added: further] increase in the severity of supply chain [added: and inflationary] disruptions could [removed: impact] [added: result in additional increases in] the cost of certain [removed: goods and] [added: goods,] services and [added: cost of capital and further] extend lead times which could reduce future net income and cash flows and impact financial condition.
AEP’s weather-normalized retail sales volumes for the year ended December 31, [removed: 2021] [added: 2022] increased by [removed: 2.1%] [added: 2.8%] from the year ended December 31, [removed: 2020.][added: 2021.]
| | | | [Consolidated Financial Statements](#i8af612e789af49f28932152c327dbde7_184) | | | | | | | | | [132](#i8af612e789af49f28932152c327dbde7_184) | | |
| | | | Consolidated Financial Statements | | | | | | | | | [158](#i8af612e789af49f28932152c327dbde7_256) | | |
| | | | [Consolidated Financial Statements](#i8af612e789af49f28932152c327dbde7_289) | | | | | | | | | [170](#i8af612e789af49f28932152c327dbde7_289) | | |
| | | | [Consolidated Financial Statements](#i8af612e789af49f28932152c327dbde7_325) | | | | | | | | | [183](#i8af612e789af49f28932152c327dbde7_325) | | |
| | | | [Consolidated Financial Statements](#i8af612e789af49f28932152c327dbde7_361) | | | | | | | | | [197](#i8af612e789af49f28932152c327dbde7_361) | | |
| | | | [Financial Statements](#i8af612e789af49f28932152c327dbde7_397) | | | | | | | | | [209](#i8af612e789af49f28932152c327dbde7_397) | | |
| | | | [Consolidated Financial Statements](#i8af612e789af49f28932152c327dbde7_433) | | | | | | | | | [222](#i8af612e789af49f28932152c327dbde7_433) | | |
The increase in commercial sales was spread across many sectors.
Finally, AEP projects the industrial class to increase by 2.1% in 2023.
Supply Chain Disruption and Inflation
The United States economy has experienced a significant level of inflation that has contributed to increased uncertainty in the outlook of near-term economic activity, including whether inflation will continue and at what rate.
Strategic Evaluation of AEP Energy
AEP has initiated a strategic evaluation for its ownership in AEP Energy, a wholly-owned retail energy supplier that supplies electricity and/or natural gas to residential, commercial and industrial customers.
AEP Energy provides various energy solutions in Illinois, Pennsylvania, Delaware, Maryland, New Jersey, Ohio and Washington, D.C. AEP Energy had approximately 736,000 customer accounts as of December 31, 2022.
Potential alternatives may include, but are not limited to, continued ownership or a sale of all or a part of AEP Energy.
Management has not made a decision regarding the potential alternatives, but expects to complete the strategic evaluation in the first half of 2023.
APCo appealed this order and a similar order on reconsideration to the Virginia Supreme Court in March 2021, alleging the Virginia SCC erred in finding that costs associated with asset impairments related to APCo early retirement determinations for certain generation facilities should not be attributed to the 2017-2019 test periods under review and deemed fully recovered in the period recorded.
In August 2022, the Virginia Supreme Court agreed with this portion of APCo’s appeal and remanded this issue regarding the retired coal-fired plants back to the Virginia SCC for further proceedings.
In September 2022, as a result of the Virginia Supreme Court ruling, APCo expensed the remaining $25 million closed coal plant regulatory asset that was previously ordered by the Virginia SCC and recorded a $37 million regulatory asset for previously incurred costs that APCo is expecting to recover as a result of earning below its 2017-2019 authorized ROE band.
In response to the Virginia Supreme Court’s August 2022 opinion, the Virginia SCC initiated remand proceedings and, in December 2022, issued an order that: (a) approved APCo’s requested $37 million regulatory asset related to previously incurred costs as a result of APCo earning below its 2017-2019 authorized ROE band, (b) authorized a $28 million annual increase in APCo Virginia base rates effective
October 2022 and (c) approved a rider to recover approximately $48 million related to this APCo Virginia base rate increase for the period January 2021 through September 2022.
APCo’s 2022 financial statements reflect the impact of the Virginia SCC’s December 2022 order.
- *2020-2022 Virginia Triennial Review* *\-* In March 2023, APCo will submit its required Virginia earnings test calculation to the Virginia SCC for the 2020-2022 Triennial Review period.
For Triennial Review periods in which a Virginia utility earns below its authorized ROE band, the utility may file to recover expenses incurred, up to the bottom of the authorized ROE band, related to major storms, the early retirement of fossil fuel generating assets and certain projects necessary to comply with state and federal environmental legislation.
As of December 2022, APCo has deferred approximately $38 million related to previously incurred costs as a result of the current estimate that APCo will earn below the bottom of its authorized ROE band during the 2020-2022 Triennial Review period.
APCo is also required to submit a depreciation study as part of its 2020-2022 Triennial Review filing based on plant in service balances as of December 31, 2022.
APCo is required to implement the impacts of this depreciation study effective January 1, 2023 without a corresponding adjustment in customer rates until the first quarter of 2024.
While subject to review as part of APCo’s 2020-2022 Virginia Triennial Review, a significant change in depreciation rates (either an increase or a decrease) without a corresponding adjustment in Virginia retail rates would impact future net income and cash flows and impact financial condition.
SWEPCo disagrees with the Court of Appeals decision.
In October 2022, the Texas Supreme Court denied the Petitions for Review submitted by SWEPCo and the PUCT.
In December 2022, SWEPCo and the PUCT filed requests for rehearing with the Texas Supreme Court.
The Texas Supreme Court requested comments on rehearing by March 1, 2023.
If SWEPCo’s request for rehearing is denied, the case will be remanded to the PUCT for future proceedings.
Management does not believe a disallowance of capitalized Turk Plant costs or a revenue refund is probable as of December 31, 2022.
- *FERC RTO Incentive Complaint* - In February 2022, the Office of the Ohio Consumers’ Counsel (OCC) filed a complaint against AEPSC, American Transmission Systems, Inc. and Duke Energy Ohio, alleging the 50-basis point RTO incentive included in Ohio Transmission Owners’ respective transmission formula rates is not just and reasonable and therefore should be eliminated on the basis that RTO participation is not voluntary, but rather is required by Ohio law.
In March 2022, AEPSC filed a motion to dismiss the OCC’s February 2022 complaint with the FERC on the basis of certain deficiencies, including that the complaint fails to request relief that can be granted under FERC regulations because AEPSC is not a public utility nor does it have a transmission rate on file with the FERC.
In December 2022, the FERC issued an order removing the 0.5 basis point RTO incentive from OPCo and OHTCo transmission formula rates effective the date of the February 2022 complaint filing and directed OPCo and OHTCo to provide refunds, with interest, within sixty days of the date of its order.
In January 2023, both AEPSC and the OCC filed requests for rehearing with the FERC.
A FERC order on rehearing is expected in 2023.
Based on management’s preliminary estimates, the December 2022 FERC order is expected to reduce AEP’s pretax income by approximately $20 million on an annual basis.
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | [Consolidated Financial Statements](#ia8686df2e5124b369ec8b0e2f8a075fd_181) | | | | | | | | | [130](#ia8686df2e5124b369ec8b0e2f8a075fd_181) | | |
| | | | Consolidated Financial Statements | | | | | | | | | [155](#ia8686df2e5124b369ec8b0e2f8a075fd_259) | | |
| | | | [Consolidated Financial Statements](#ia8686df2e5124b369ec8b0e2f8a075fd_295) | | | | | | | | | [167](#ia8686df2e5124b369ec8b0e2f8a075fd_295) | | |
| | | | [Consolidated Financial Statements](#ia8686df2e5124b369ec8b0e2f8a075fd_334) | | | | | | | | | [180](#ia8686df2e5124b369ec8b0e2f8a075fd_334) | | |
| | | | [Consolidated Financial Statements](#ia8686df2e5124b369ec8b0e2f8a075fd_373) | | | | | | | | | [194](#ia8686df2e5124b369ec8b0e2f8a075fd_373) | | |
| | | | [Financial Statements](#ia8686df2e5124b369ec8b0e2f8a075fd_412) | | | | | | | | | [207](#ia8686df2e5124b369ec8b0e2f8a075fd_412) | | |
| | | | [Consolidated Financial Statements](#ia8686df2e5124b369ec8b0e2f8a075fd_451) | | | | | | | | | [220](#ia8686df2e5124b369ec8b0e2f8a075fd_451) | | |
COVID-19
In 2020, COVID-19 was declared a pandemic by the World Health Organization and the Centers for Disease Control and Prevention.
Its rapid spread around the world and throughout the United States prompted many countries, including the United States, to institute restrictions on travel, public gatherings and certain business operations.
These restrictions significantly disrupted economic activity in AEP’s service territory and resulted in reduced demand for energy, particularly from commercial and industrial customers.
In 2021, weather-normalized customer demand improved from the pandemic levels experienced in 2020.
During 2020, AEP’s electric operating companies informed both retail customers and state regulators that disconnections for non-payment were temporarily suspended.
Shortly thereafter, AEP’s state regulators also imposed temporary moratoria on customary disconnection practices.
AEP’s electric operating companies have since resumed customary disconnection practices in all regulated jurisdictions.
AEP has been and continues to be proactive in engaging with customers to collect payments or establish payment arrangements for outstanding balances.
As of December 31, 2021, AEP currently does not expect accounts receivable aging to have a material adverse impact on the Registrants’ allowance for uncollectible accounts based on considerations of the COVID-19 impacts and past trends during times of economic instability.
Management continues to monitor developments that could have an impact on customer collections.
The Registrants continue to take steps to mitigate the potential risks to customers, suppliers and employees posed by the spread of COVID-19 variants.
In the second quarter of 2021, management announced a Future of Work model designating employees as: (a) On-Site employees, (b) Hybrid employees and (c) Remote employees.
Management began transitioning On-Site employees back to their AEP workplace and Hybrid employees with set schedules back to their AEP workplace in October 2021.
Remote employees began transitioning back to their AEP workplace in November 2021 on an as-needed basis.
As of December 31, 2021, there has been no material adverse impact to the Registrants’ business operations and customer service as a result of COVID-19 variants or the Future of Work model.
Management will continue to review and modify plans as conditions change.
Finally, AEP projects weather-normalized commercial sales volumes to decrease by 0.8%.
In December 2020, an intervenor filed a petition at the Virginia SCC requesting reconsideration of: (a) the failure of the Virginia SCC to apply a threshold earnings test to the approved regulatory asset for APCo’s closed coal-fired generation assets, (b) the Virginia SCC’s use of a 2011 benchmark study to measure the replacement value of capacity for purposes of APCo’s 2017 – 2019 earnings test and (c) the reasonableness and prudency of APCo’s investments in AMI meters.
In December 2020, APCo filed a petition at the Virginia SCC requesting reconsideration of: (a) certain issues related to APCo’s going-forward rates and (b) the Virginia SCC’s decision to deny APCo tariff changes that align rates with underlying costs.
For APCo’s going-forward rates, APCo requested that the Virginia SCC clarify its final order and clarify whether APCo’s current rates will allow it to earn a fair return.
If the Virginia SCC’s order did conclude on APCo’s ability to earn a fair return through existing base rates, APCo further requested that the Virginia SCC clarify whether it has the authority to also permit an increase in base rates.
In March 2021, the Virginia SCC issued an order confirming certain of its decisions from the November 2020 order and rejecting the various requests for reconsideration from APCo and an intervenor.
In confirming its decision to reject an intervenor’s recommendation that APCo’s AMI costs incurred during the triennial period be disallowed, the Virginia SCC clarified that APCo established the need to replace its existing AMR meters, and that based on the uncertainty surrounding the continued manufacturing and support of AMR technology, APCo reasonably chose to replace them with AMI meters.
In March 2021, APCo filed a notice of appeal of the reconsideration order with the Virginia Supreme Court.
In September 2021, APCo submitted its brief before the Virginia Supreme Court.
The brief was in alignment with the assignments of error filed by APCo in March 2021.
In October 2021, the Virginia SCC and additional intervenors filed briefs with the Virginia Supreme Court disagreeing with APCo’s assignments of error in its appeal of the Triennial Review decision.
Additionally, the Virginia SCC and APCo filed briefs disagreeing with an intervenor’s assignments of error in a separate appeal of the same decision.
Oral arguments are scheduled to be held at the Virginia Supreme Court in March 2022.
APCo ultimately seeks an increase in base rates through its appeal to the Virginia Supreme Court.
Among other issues, this appeal includes APCo’s request for proper treatment of the closed coal-fired plant assets in APCo’s 2017-2019 triennial period, reducing APCo’s earnings below the bottom of its authorized ROE band.
An excerpt. Shown here: 40 of 3,582 rewritten, 40 of 2,154 added and 40 of 1,207 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2022 filing and the FY2021 filing.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
1 rewritten, 0 added, 0 removed, 1 unchanged
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 [removed: 2022] [added: 2023] Proxy Statement, which is incorporated by reference into this item.
Item 9A. CONTROLS AND PROCEDURES
5 rewritten, 0 added, 0 removed, 7 unchanged
During [removed: 2021,] [added: 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.
As of December 31, [removed: 2021,] [added: 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.
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 [removed: 2021] [added: 2022] that materially affected, or are reasonably likely to materially affect, the Registrants’ internal control over financial reporting.
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, [removed: 2021.][added: 2022.]
As a result of that assessment, management concluded that each Registrant’s internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 0 removed, 13 unchanged
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 [removed: 2022] [added: 2023] Annual Meeting of Shareholders (the [removed: 2022] [added: 2023] Annual Meeting) including under the captions “Election of Directors,” “AEP’s Board of Directors and Committees,” “Directors” and “Nominees for Directors.”
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 4 unchanged
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 [removed: 2022] [added: 2023] Annual Meeting including under the captions “Compensation Discussion and Analysis,” “Executive Compensation”, “Director Compensation” and [removed: “2021] [added: “2022] Director Compensation Table”.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
6 rewritten, 1 added, 1 removed, 9 unchanged
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 [removed: 2022] [added: 2023] Annual Meeting under the caption “Share Ownership of Certain Beneficial Owners” and “Share Ownership of Directors and Executive Officers.”
The following table summarizes the ability of AEP to issue common stock pursuant to equity compensation plans as of December 31, [removed: 2021:][added: 2022:]
| Equity Compensation Plans Approved by Security Holders | | | | | | [removed: 2,453,084] [added: 2,422,526] | | | | | | — | | | | | | [removed: 5,976,468] [added: 5,249,391] | | |
(a)The balance includes unvested performance [removed: units] [added: shares] and restricted stock units as well as vested performance [removed: units] [added: shares] deferred as AEP career shares, all of which will be settled and paid in shares of AEP common stock.
For performance [removed: units,] [added: 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 [removed: units,] [added: shares,] if performance meets the maximum payout level, is two times the amount included in this total.
| Total | | | | | | 2,422,526 | | | | | | — | | | | | | 5,249,391 | | |
| Total | | | | | | 2,453,084 | | | | | | — | | | | | | 5,976,468 | | |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 3 unchanged
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 [removed: 2022] [added: 2023] Annual Meeting under the captions “Transactions with Related Persons” and “Director Independence.”
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
13 rewritten, 5 added, 4 removed, 18 unchanged
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 [removed: 2022] [added: 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.”
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 [removed: 2022] [added: 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, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and fees directly billed for other services rendered by PricewaterhouseCoopers LLP during those periods.
| Audit Fees | | | $ | [removed: 1,279,272] [added: 1,309,196] | | | | | $ | [removed: 1,204,518] [added: 1,279,272] | | | | | $ | [removed: 1,443,675] [added: 1,492,709] | | | | | $ | [removed: 1,249,959] [added: 1,443,675] | | | | | $ | [removed: 1,702,193] [added: 1,682,664] | | | | | $ | [removed: 1,747,977] [added: 1,702,193] | |
| Audit-Related Fees | | | [removed: 42,000] [added: 65,222] | | | | | | [removed: 80,000] [added: 42,000] | | | | | | — | | | | | | — | | | | | | [removed: 47,143] [added: 70,294] | | | | | | [removed: 44,857] [added: 47,143] | | |
| Tax Fees | | | [removed: 15,122] [added: —] | | | | | | [removed: 6,349] [added: 15,122] | | | | | | [removed: 15,347] [added: —] | | | | | | [removed: 6,433] [added: 15,347] | | | | | | [removed: 19,603] [added: —] | | | | | | [removed: 9,090] [added: 19,603] | | |
| Audit Fees | | | $ | [removed: 1,637,968] [added: 1,453,010] | | | | | $ | [removed: 1,383,356] [added: 1,637,968] | | | | | $ | [removed: 1,169,647] [added: 1,053,853] | | | | | $ | [removed: 1,096,241] [added: 1,169,647] | | | | | $ | [removed: 729,463] [added: 861,937] | | | | | $ | [removed: 577,138] [added: 729,463] | |
| Audit-Related Fees | | | [removed: 11,143 | | | | | | 10,607 | | | | | | 11,143 | | | | | | 10,607 | | | | | | 5,143] [added: 26,821] | | | | | | [removed: 4,857] [added: 27,143] | | |
| Tax Fees | | | [removed: 17,848] [added: —] | | | | | | [removed: 8,169] [added: 17,848] | | | | | | [removed: 12,923] [added: —] | | | | | | [removed: 5,701] [added: 12,923] | | | | | | [removed: 6,991] [added: —] | | | | | | [removed: 3,281] [added: 6,991] | | |
| Audit Fees | | | $ | [removed: 1,118,206] [added: 1,012,800] | | | | | $ | [removed: 951,594] [added: 1,118,206] | |
| Audit-Related Fees | | | [removed: 27,143] [added: 11,009] | | | | | | [removed: 25,857] [added: 11,143] | | | [added: | | | 11,009 | | | | | | 11,143 | | | | | | 160,294 | | | | | | 5,143 | | |]
| Tax Fees | | | [removed: 11,848] [added: —] | | | | | | [removed: 5,523] [added: 11,848] | | |
| Total | | | $ | [removed: 1,157,197] [added: 1,039,621] | | | | | $ | [removed: 982,974] [added: 1,157,197] | |
| | | | 2022 | | | | | | 2021 | | | | | | 2022 | | | | | | 2021 | | | | | | 2022 | | | | | | 2021 | | |
| Total | | | $ | 1,374,418 | | | | | $ | 1,336,394 | | | | | $ | 1,492,709 | | | | | $ | 1,459,022 | | | | | $ | 1,752,958 | | | | | $ | 1,768,939 | |
| | | | 2022 | | | | | | 2021 | | | | | | 2022 | | | | | | 2021 | | | | | | 2022 | | | | | | 2021 | | |
| Total | | | $ | 1,464,019 | | | | | $ | 1,666,959 | | | | | $ | 1,064,862 | | | | | $ | 1,193,713 | | | | | $ | 1,022,231 | | | | | $ | 741,597 | |
| | | | 2022 | | | | | | 2021 | | |
| | | | 2021 | | | | | | 2020 | | | | | | 2021 | | | | | | 2020 | | | | | | 2021 | | | | | | 2020 | | |
| Total | | | $ | 1,336,394 | | | | | $ | 1,290,867 | | | | | $ | 1,459,022 | | | | | $ | 1,256,392 | | | | | $ | 1,768,939 | | | | | $ | 1,801,924 | |
| Total | | | $ | 1,666,959 | | | | | $ | 1,402,132 | | | | | $ | 1,193,713 | | | | | $ | 1,112,549 | | | | | $ | 741,597 | | | | | $ | 585,276 | |
| | | | 2021 | | | | | | 2020 | | |
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
10 rewritten, 21 added, 0 removed, 9 unchanged
[removed: 1.FINANCIAL] [added: (a)(1) FINANCIAL] STATEMENTS:
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, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020;] [added: 2021;] Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] Notes to Financial Statements of Registrants.
AEP Texas, [removed: APCo, I&M] [added: APCo] and [removed: OPCo:][added: 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, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] Consolidated Statements of Changes in Common Shareholder’s Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020;] [added: 2021;] Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] Notes to Financial Statements of Registrants.
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, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] Consolidated Statements of Changes in Member’s Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020;] [added: 2021;] Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] Notes to Financial Statements of Registrants.
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, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] Statements of Changes in Common Shareholder’s Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020;] [added: 2021;] Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] Notes to Financial Statements of Registrants.
| [removed: 2.] [added: (a)(2)] FINANCIAL STATEMENT SCHEDULES: | | | | | | Page Number | | |
| [removed: Financial Statement Schedules are listed in the Index of Financial Statement Schedules. (Certain] [added: 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 [removed: applicable). Reports of Independent Registered Public Accounting Firm.] [added: applicable.] | | | | | | [removed: S-[1](#ia8686df2e5124b369ec8b0e2f8a075fd_604)] | | |
| [removed: 3.] [added: (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. | | | | | | [removed: E-[1](#ia8686df2e5124b369ec8b0e2f8a075fd_655)] [added: E-[1](#i8af612e789af49f28932152c327dbde7_640)] | | |
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.
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.
| 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](#i8af612e789af49f28932152c327dbde7_595) | | |
| Condensed Balance Sheets - December 31, 2022 and 2021 | | | | | | S-[3](#i8af612e789af49f28932152c327dbde7_1649267445767) | | |
| Condensed Statements of Cash Flows - Years Ended December 31, 2022, 2021 and 2020 | | | | | | S-[5](#i8af612e789af49f28932152c327dbde7_1649267445773) | | |
| Condensed Notes to Condensed Financial Information | | | | | | S-[6](#i8af612e789af49f28932152c327dbde7_598) | | |
| Schedule II | | | | | | | | |
| AEP | | | | | | | | |
| Valuation and Qualifying Accounts and Reserves - Years Ended December 31, 2022, 2021 and 2020 | | | | | | S-[14](#i8af612e789af49f28932152c327dbde7_613) | | |
| | | | | | | | | |
| 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](#i8af612e789af49f28932152c327dbde7_622) | | |
| Condensed Balance Sheets - December 31, 2022 and 2021 | | | | | | S-[17](#i8af612e789af49f28932152c327dbde7_1649267445784) | | |
| Condensed Statements of Cash Flows - Years Ended December 31, 2022, 2021 and 2020 | | | | | | S-[19](#i8af612e789af49f28932152c327dbde7_1649267445790) | | |
| Condensed Notes to Condensed Financial Information | | | | | | S-[20](#i8af612e789af49f28932152c327dbde7_625) | | |
| | | | | | | | | |
| | | | | | | | | |
Item 16. FORM 10-K SUMMARY
339 rewritten, 225 added, 56 removed, 1,032 unchanged
| | | | [removed: By:] [added: *Julia A. Sloat] | | | [removed: /s/ Julia A. Sloat] | | | [added: | | | | | | | | |]
| | | | | | | [removed: (Julia A. Sloat,] [added: (Ann P. Kelly,] Executive Vice President | | |
Date: February [removed: 24, 2022][added: 23, 2023]
| | | | /s/ [removed: Nicholas K. Akins] [added: Julia A. Sloat] | | | | | | [removed: Chairman] [added: Chair] of the Board, Chief Executive Officer and Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| | | | /s/ Julia A. Sloat | | | | | | [removed: Executive Vice President and] [added: President,] Chief [removed: Financial] [added: Executive] Officer [added: and Director] | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| | | | /s/ Joseph M. Buonaiuto | | | | | | Senior Vice President, Controller and Chief Accounting Officer | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| [removed: *By:] | | | [removed: /s/ Julia] [added: *Julia] A. Sloat | | | | | | | | | | | | [removed: February 24, 2022] | | |
| | | | [removed: (Julia] [added: *Julia] A. [removed: Sloat, Attorney-in-Fact] [added: Sloat] | | | | | | | | | | | | | | |
| | | | | | | [removed: (Julia A. Sloat,] [added: (Ann P. Kelly,] Vice President and Chief Financial Officer) | | |
| | | | /s/ [removed: Julia A. Sloat] [added: Ann P. Kelly] | | | | | | Vice President, Chief Financial Officer and Director | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| | | | /s/ Joseph M. Buonaiuto | | | | | | Controller and Chief Accounting Officer | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| | | | [removed: Julia] [added: *Julia] A. Sloat | | | | | | | | | | | | | | |
| | | | [removed: (Julia] [added: *Julia] A. [removed: Sloat, Attorney-in-Fact)] [added: Sloat] | | | | | | | | | | | | | | |
| | | | [added: *Julia A. Sloat] | | | [removed: (Julia A. Sloat, Vice President] | | | [added: | | | | | | | | |]
| | | | /s/ [removed: Nicholas K. Akins] [added: Julia A. Sloat] | | | | | | [removed: Chairman] [added: Chair] of the Board, Chief Executive Officer and Manager | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| | | | /s/ [removed: Julia A. Sloat] [added: Ann P. Kelly] | | | | | | Vice President, Chief Financial Officer and Manager | | | | | | February [removed: 24, 2022] [added: 23, 2023] | | |
| | | | [added: *Julia A. Sloat] | | | [removed: (Julia A. Sloat, Vice President,] | | | [added: | | | | | | | | |]
| Schedule I – Condensed Financial Information | | | [removed: S-[3](#ia8686df2e5124b369ec8b0e2f8a075fd_610)] [added: S-[2](#i8af612e789af49f28932152c327dbde7_595)] | | |
| [Schedule I – Index of Condensed Notes to Condensed Financial [removed: Information](#ia8686df2e5124b369ec8b0e2f8a075fd_235)] [added: Information](#i8af612e789af49f28932152c327dbde7_235)] | | | [removed: S-[7](#ia8686df2e5124b369ec8b0e2f8a075fd_613)] [added: S-[6](#i8af612e789af49f28932152c327dbde7_598)] | | |
| [Schedule II – Valuation and Qualifying Accounts and [removed: Reserves](#ia8686df2e5124b369ec8b0e2f8a075fd_253)] [added: Reserves](#i8af612e789af49f28932152c327dbde7_250)] | | | [removed: S-[12](#ia8686df2e5124b369ec8b0e2f8a075fd_628)] [added: S-[14](#i8af612e789af49f28932152c327dbde7_613)] | | |
CONDENSED STATEMENTS OF [added: INCOME AND COMPREHENSIVE] INCOME
For the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]
| | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Other Revenues | | | | | | [removed: 0.9] [added: 0.8] | | | | | | [removed: 1.1] [added: 0.9] | | | | | | [removed: 1.3] [added: 1.1] | | |
| MTM – Interest Rate Hedge | | | | | | [removed: 1.4] [added: 6.9] | | | | | | [removed: (5.4)] [added: 1.4] | | | | | | [removed: (0.5)] [added: (5.4)] | | |
| TOTAL REVENUES | | | | | | [removed: 6.7] [added: 5.1] | | | | | | [removed: 9.8] [added: 6.7] | | | | | | [removed: 11.8] [added: 9.8] | | |
| Other Operation | | | | | | [removed: 42.7] [added: 84.9] | | | | | | [removed: 21.4] [added: 42.7] | | | | | | [removed: 53.2] [added: 21.4] | | |
| Depreciation and Amortization | | | | | | 0.4 | | | | | | [removed: 0.3] [added: 0.4] | | | | | | [removed: 0.2] [added: 0.3] | | |
| TOTAL EXPENSES | | | | | | [removed: 43.1] [added: 448.6] | | | | | | [removed: 21.7] [added: 43.1] | | | | | | [removed: 53.4] [added: 21.7] | | |
| OPERATING LOSS | | | | | | [removed: (36.4)] [added: (443.5)] | | | | | | [removed: (11.9)] [added: (36.4)] | | | | | | [removed: (41.6)] [added: (11.9)] | | |
| Interest Income | | | | | | [removed: 18.9] [added: 80.3] | | | | | | [removed: 39.2] [added: 18.9] | | | | | | [removed: 53.5] [added: 39.2] | | |
| Interest Expense | | | | | | [removed: (169.3)] [added: (275.5)] | | | | | | [removed: (178.5)] [added: (169.3)] | | | | | | [removed: (159.2)] [added: (178.5)] | | |
| LOSS BEFORE INCOME TAX [removed: EXPENSE (BENEFIT)] [added: BENEFIT] AND EQUITY EARNINGS | | | | | | [removed: (186.8)] [added: (638.7)] | | | | | | [removed: (151.2)] [added: (186.8)] | | | | | | [removed: (147.3)] [added: (151.2)] | | |
| Income Tax [removed: Expense (Benefit)] [added: Benefit] | | | | | | [removed: (73.5)] [added: (136.3)] | | | | | | [removed: (0.6)] [added: (73.5)] | | | | | | [removed: 22.8] [added: (0.6)] | | |
| Equity Earnings of Unconsolidated Subsidiaries | | | | | | [removed: 2,601.4] [added: 2,809.6] | | | | | | [removed: 2,350.7] [added: 2,601.4] | | | | | | [removed: 2,091.2] [added: 2,350.7] | | |
| NET INCOME | | | | | | [removed: 2,488.1] [added: 2,307.2] | | | | | | [removed: 2,200.1] [added: 2,488.1] | | | | | | [removed: 1,921.1] [added: 2,200.1] | | |
| Other Comprehensive Income (Loss) | | | | | | [removed: 269.9] [added: (101.1)] | | | | | | [removed: 62.6] [added: 269.9] | | | | | | [removed: (27.3)] [added: 62.6] | | |
| TOTAL COMPREHENSIVE INCOME | | | | | | $ | [removed: 2,758.0] [added: 2,206.1] | | | | | $ | [removed: 2,262.7] [added: 2,758.0] | | | | | $ | [removed: 1,893.8] [added: 2,262.7] | |
| WEIGHTED AVERAGE NUMBER OF BASIC AEP COMMON SHARES OUTSTANDING | | | | | | [removed: 500,522,177] [added: 511,841,946] | | | | | | [removed: 495,718,223] [added: 500,522,177] | | | | | | [removed: 493,694,345] [added: 495,718,223] | | |
| TOTAL BASIC EARNINGS PER SHARE ATTRIBUTABLE TO AEP COMMON SHAREHOLDERS | | | | | | $ | [removed: 4.97] [added: 4.51] | | | | | $ | [removed: 4.44] [added: 4.97] | | | | | $ | [removed: 3.89] [added: 4.44] | |
| | | | By: | | | /s/ Ann P. Kelly | | |
| | | | /s/ Ann P. Kelly | | | | | | Executive Vice President and Chief Financial Officer | | | | | | February 23, 2023 | | |
| | | | (Ann P. Kelly) | | | | | | | | | | | | | | |
| | | | *Benjamin G.S. Fowke, III | | | | | | | | | | | | | | |
| | | | *Donna A. James | | | | | | | | | | | | | | |
| | | | *Lewis Von Thaer | | | | | | | | | | | | | | |
| *By: | | | /s/ Ann P. Kelly | | | | | | | | | | | | February 23, 2023 | | |
| | | | (Ann P. Kelly, Attorney-in-Fact) | | | | | | | | | | | | | | |
| | | | By: | | | /s/ Ann P. Kelly | | |
Date: February 23, 2023
| | | | (Ann P. Kelly) | | | | | | | | | | | | | | |
| | | | Ann P. Kelly | | | | | | | | | | | | | | |
| | | | *Rajagopalan Sundararajan | | | | | | | | | | | | | | |
| | | | *Phillip R. Ulrich | | | | | | | | | | | | | | |
| *By: | | | /s/ Ann P. Kelly | | | | | | | | | | | | February 23, 2023 | | |
| | | | (Ann P. Kelly, Attorney-in-Fact) | | | | | | | | | | | | | | |
| | | | By: | | | /s/ Ann P. Kelly | | |
| | | | | | | (Ann P. Kelly, Vice President | | |
Date: February 23, 2023
| | | | (Ann P. Kelly) | | | | | | | | | | | | | | |
| | | | /s/ Joseph M. Buonaiuto | | | | | | Controller and Chief Accounting Officer | | | | | | February 23, 2023 | | |
| | | | Ann P. Kelly | | | | | | | | | | | | | | |
| *By: | | | /s/ Ann P. Kelly | | | | | | | | | | | | February 23, 2023 | | |
| | | | (Ann P. Kelly, Attorney-in-Fact) | | | | | | | | | | | | | | |
| | | | By: | | | /s/ Ann P. Kelly | | |
| | | | | | | (Ann P. Kelly, Vice President and Chief Financial Officer) | | |
Date: February 23, 2023
| | | | /s/ Julia A. Sloat | | | | | | Chair of the Board, Chief Executive Officer and Director | | | | | | February 23, 2023 | | |
| | | | /s/ Ann P. Kelly | | | | | | Vice President, Chief Financial Officer and Director | | | | | | February 23, 2023 | | |
| | | | (Ann P. Kelly) | | | | | | | | | | | | | | |
| | | | /s/ Joseph M. Buonaiuto | | | | | | Controller and Chief Accounting Officer | | | | | | February 23, 2023 | | |
| | | | *Christian T. Beam | | | | | | | | | | | | | | |
| | | | Ann P. Kelly | | | | | | | | | | | | | | |
| | | | *Peggy I. Simmons | | | | | | | | | | | | | | |
| | | | *Rajagopalan Sundararajan | | | | | | | | | | | | | | |
| | | | *Phillip R. Ulrich | | | | | | | | | | | | | | |
| | | | *Aaron D. Walker | | | | | | | | | | | | | | |
| *By: | | | /s/ Ann P. Kelly | | | | | | | | | | | | February 23, 2023 | | |
| | | | (Ann P. Kelly, Attorney-in-Fact) | | | | | | | | | | | | | | |
| | | | By: | | | /s/ Ann P. Kelly | | |
| | | | (Nicholas K. Akins) | | | | | | | | | | | | | | |
| | | | *Nicholas K. Akins | | | | | | | | | | | | | | |
| | | | *David J. Anderson | | | | | | | | | | | | | | |
| | | | *Thomas E. Hoaglin | | | | | | | | | | | | | | |
| | | | *Stephen S. Rasmussen | | | | | | | | | | | | | | |
| | | | *Lisa M. Barton | | | | | | | | | | | | | | |
| | | | *Charles R. Patton | | | | | | | | | | | | | | |
| | | | *A. Malcolm Smoak | | | | | | | | | | | | | | |
| | | | | | |
| [Report](#ia8686df2e5124b369ec8b0e2f8a075fd_232) [of Independent Registered Public Accounting Firm](#ia8686df2e5124b369ec8b0e2f8a075fd_232) | | | S-[2](#ia8686df2e5124b369ec8b0e2f8a075fd_607) | | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Shareholders of
American Electric Power Company, Inc.
Our audits of the consolidated financial statements referred to in our report dated February 24, 2022 appearing in the 2021 Annual Report to Shareholders of American Electric Power Company, Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the accompanying schedule of condensed financial information as of December 31, 2021 and 2020 and for each of the three years in the period ended December 31, 2021 and the schedule of valuation and qualifying accounts and reserves for each of the three years in the period ended December 31, 2021.
In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
Columbus, Ohio
February 24, 2022
| | | | | | | | | | | | | | | | | | | | | |
| Affiliated Revenues | | | | | | $ | 4.4 | | | | | $ | 14.1 | | | | | $ | 11.0 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
The tax benefit of Parent is allocated to its subsidiaries with taxable income reducing their current tax expense proportionately.
The sale is subject to regulatory approvals from the FERC and KPSC.
AEP Parent expects the sale to have a one-time immaterial impact on after tax earnings.
In April 2019, AEP acquired Sempra Renewables LLC.
| Principal Amount (a) | | | $ | 308.9 | | | | | $ | 1,901.3 | | | | | $ | 1,101.6 | | | | | $ | 446.6 | | | | | $ | 2.4 | | | | | $ | 3,066.5 | | | | | $ | 6,827.3 | |
(b)In January 2022, Parent successfully remarketed $805 million of Junior Subordinated Notes due in 2024.
| Year Ended December 31, 2019 | | | | | | 36.8 | | | | | | 41.3 | | | | | | 3.6 | | | | | | 38.0 | | | | | | 43.7 | | |
| [Report of Independent Registered Public Accounting Firm](#ia8686df2e5124b369ec8b0e2f8a075fd_232) on Financial Statement Schedule | | | S-[13](#ia8686df2e5124b369ec8b0e2f8a075fd_634) | | |
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Member of
AEP Transmission Company, LLC
Our audits of the consolidated financial statements referred to in our report dated February 24, 2022 appearing in the 2021 Annual Report to Shareholders of AEP Transmission Company, LLC (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the accompanying schedule of condensed financial information as of December 31, 2021 and 2020 and for each of the three years in the period ended December 31, 2021.
In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
The tax benefit of AEP Parent is allocated to its subsidiaries with taxable income.
The proceeds from the sale of KTCo will be allocated to AEPTCo Parent upon the closing of the transaction.
AEPTCo Parent expects the sale to have a one-time immaterial impact on after tax earnings.
| 10(a) | | | | | | Lease Agreements, dated as of December 1, 1989, between AEGCo or I&M and Wilmington Trust Company, as amended. | | | | | | Registration Statement No. 33-32752, Ex 28(c)(1-6)(C) Registration Statement No. 33-32753, Ex 28(a)(1-6)(C) AEGCo 1993 Form 10-K, Ex 10(c)(1-6)(B) I&M 1993 Form 10-K, Ex 10(e)(1-6)(B) | | |
An excerpt. Shown here: 40 of 339 rewritten, 40 of 225 added and 40 of 56 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2022 filing and the FY2021 filing.