American Electric Power (AEP) 10-K risk factor changes: FY2024 vs FY2023

AEP’s business plan calls for extensive investment in capital improvements and additions, including the construction [added: or acquisition] of additional transmission and [removed: renewable] generation facilities, modernizing existing infrastructure, installation of environmental upgrades and retrofits as well as other initiatives.

Any [added: legislation,] regulatory action or litigation outcome that triggers a reversal of a regulatory asset or deferred cost generally results in an impairment to the balance sheet and a charge to the income statement of the company involved.

In addition, regulators have initiated and may initiate additional proceedings to investigate the prudence of costs in the AEP regulated utility businesses and in base rates and examine, among other things, the reasonableness or prudence of operation and maintenance practices, level of expenditures (including storm costs and costs associated with capital projects), allowed rates of return and rate base, proposed resource [removed: acquisitions,] [added: acquisitions] and previously incurred capital expenditures that the regulated utility businesses seek to place in rates.

Traditional base rate proceedings, as opposed to formula rate plans, generally have long timelines, are primarily based on historical [removed: costs,] [added: costs] and may or may not be limited in scope or duration by statute.

The regulated utility businesses, and the energy industry as a whole, have experienced a period of rising costs and investments and an upward trend in spending, especially with respect to infrastructure investments, which is likely to continue in the foreseeable future and could result in more frequent rate cases and requests for, and the continuation of, cost recovery mechanisms, all of which could face resistance from customers and other stakeholders especially in a rising cost environment, whether due to [removed: inflation or] [added: inflation, tariffs,] high fuel prices or otherwise, and/or in periods of economic decline or hardship.

[removed: Significant] increases in costs could increase financing needs and otherwise adversely affect AEP’s business, financial position, results of [removed: operation,] [added: operation] or cash flows.

See Note 4 – Rate Matters [removed: included in the 2023 Annual Report] for additional information.

[removed: Changes in regulatory policies and advances in batteries or energy storage, wind turbines, small] modular reactors and photovoltaic solar cells are reducing costs of new technology to levels that are making them competitive with some central station electricity production and delivery.

These developments can challenge AEP’s competitive ability to maintain relatively low cost, efficient and reliable operations, to establish fair regulatory mechanisms and [added: to provide cost-effective programs and services to customers.]

I&M owns the Cook Plant, which consists of two nuclear generating units for a rated capacity of 2,296 MWs, or about a tenth of the regulated generating capacity in the AEP System as of December 31, [removed: 2023.][added: 2024.]

Existing, new or changed rules of these RTOs could result in significant additional fees and increased [added: costs to participate in those structures, including the cost of transmission facilities built by others due to changes in transmission rate design.]

As of December 31, [removed: 2023,] [added: 2024,] AEP Texas did business with approximately [removed: 124] [added: 135] REPs.

In [removed: 2023,] [added: 2024,] AEP Texas’ two largest REPs accounted for [removed: 41%] [added: 40%] of its operating revenue.

[removed: To] [added: If] the [removed: extent that OPCo] [added: transaction] is unable to [removed: recover the costs currently authorized by HB 6,] [added: be completed,] it could reduce future [removed: net income and] [added: expected] cash flows and impact financial condition.

- Information technology [added: failure, including] failure [added: of artificial intelligence technology,] that impairs AEP’s information technology infrastructure or disrupts normal business operations.

While there have been immaterial incidents of phishing, unauthorized access to technology systems, financial [removed: fraud,] [added: fraud] and disruption of remote access across the AEP subsidiaries, there has been no material impact on business or operations from these attacks to date.

In the ordinary course of business, we rely on information technology systems, including the internet and third-party hosted services, to support a variety of business processes and activities and to store sensitive data, including (i) intellectual property, (ii) proprietary business information, (iii) personally identifiable information of our customers, employees, retirees and shareholders and (iv) data with respect to invoicing and the collection of [removed: payments, accounting, procurement, and supply chain activities.]

[removed: In addition, any] [added: Any] adverse developments in 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 or portions thereof, [removed: and insurance markets to assist] [added: such as the announced transaction involving a noncontrolling interest] in [removed: managing its risk] [added: IMTCo] and [removed: liability profile.][added: OHTCo.]

In addition, AEP has exposure to international banks, including those in Europe, [removed: Canada,] [added: Canada] and Asia.

As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: 10%, 17%,] [added: 8%, 25%] and 16% of the Registrants’ available credit facilities were with European, Canadian, and Asian banks, respectively.

Our financial position may be adversely impacted if announced dispositions do not occur as [removed: planned or if assets under strategic evaluation lose value.][added: planned.]

Any planned sale of assets and investments, including [removed: subsidiaries,] [added: the announced transaction involving a noncontrolling interest in IMTCo and OHTCo,] may not occur for any number of reasons beyond our control, including regulatory approval.

Further, deteriorating economic conditions triggered by any cause, including [removed: international] tariffs, generally result in reduced consumption by customers, particularly industrial customers who may curtail operations or cease production entirely, while an expanding economic environment generally results in increased revenues.

Supply chain [removed: disruptions] [added: disruptions, tariffs] and inflation could negatively impact our operations and corporate strategy.

[removed: The delivery of components, materials, equipment and] other resources that are critical to AEP’s business operations and corporate strategy has been restricted by domestic and global supply chain upheaval.

International [removed: tensions,] [added: tensions from any source,] including the ramifications of regional [removed: conflict,] [added: conflict or increased tariffs,] could further exacerbate the global supply chain upheaval.

[removed: Supply] [added: The United States economy has been in an elevated inflationary environment and supply] chain disruptions have contributed to higher prices of components, materials, equipment and other needed [removed: commodities and these inflationary increases may continue in the future.][added: commodities.]

[added: The challenges include] potential higher rates of existing employee departures, lack of resources, loss of knowledge and a lengthy time period associated with skill development.

If AEP is unable to successfully attract and retain an appropriately qualified workforce, [added: operations may be negatively impacted and] future net income and cash flows may be reduced.

[removed: Based on current environmental programs remaining in effect, AEP has sufficient emission] allowances available through either EPA original issuance or market purchases to cover projected needs for the next two years and beyond.

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 [removed: Contingencies included in the 2023 Annual Report.][added: Contingencies.]

The judge overseeing the MDL issued an initial case management order and stayed [removed: all proceedings and] discovery.

The hazards can cause personal injury and loss of life, severe damage to or destruction of property and equipment and environmental [removed: damage, and may result in suspension of operations and the imposition of civil or criminal penalties.]

For the year ended December 31, [removed: 2023,] [added: 2024,] AEP affiliates were responsible for approximately [removed: 79%] [added: 80%] of the consolidated transmission revenues of AEPTCo.

Regulation of greenhouse gas emissions [removed: and/or voluntary climate goals could] [added: could] materially increase costs to AEP and its customers or cause some electric generating units to be uneconomical to operate or maintain.

[added: As part of the regulatory process,] AEP routinely submits IRPs in various regulatory jurisdictions to address future generation [removed: and capacity] needs.

AEP’s results of operations could be materially adversely affected to the extent that new federal or state laws or regulations [removed: or voluntary climate goals] impose any new greenhouse gas emission limits.

Further, real or alleged violations of environmental regulations, including those related to climate change, or an inability to meet AEP’s voluntary climate [removed: goals,] [added: aspirations,] could adversely impact AEP’s [removed: reputation.][added: reputation, reduce future net income and cash flows and harm financial condition.]

Delays in obtaining permits, challenges in securing suitable land for the siting, shortages in materials and qualified labor, levels of public support or opposition, suppliers and contractors not performing as expected or required under their contracts and/or experiencing financial problems that inhibit their ability to fulfill their obligations under contracts, changes in the scope and timing of projects, poor quality initial cost estimates from contractors, the inability to raise capital on favorable terms, changes in commodity prices affecting revenue, fuel costs, or materials costs, downward changes in the economy, changes in law or regulation, including environmental compliance requirements, further direct and indirect trade and tariff issues, supply chain delays or disruptions, and other events beyond AEP’s control may occur that may materially affect the schedule, cost, and performance of needed acquisitions or construction [removed: projects.]

New legislation could be adopted in any of the states in which we operate that could alter the regulatory framework and prevent us from getting timely recovery of our costs and investments.

Significant

Changes in regulatory policies and advances in batteries or energy storage, wind turbines, small

payments, accounting, procurement and supply chain activities.

At the Federal level, management is monitoring the potential for changes in current tax policy, including tax rates, tax credits and incentives.

AEP also relies on access to insurance markets to assist in managing its risk and liability profile.

The current administration has implemented tariffs on certain imported goods and may impose additional tariffs.

The delivery of components, materials, equipment and

The current administration has implemented tariffs on certain imported goods and may impose additional tariffs.

A prolonged continuation or a further increase in the severity of supply chain and inflationary disruptions, including increased tariffs, could result in additional increases in the cost of certain goods, services and cost of capital and further extend lead times.

Based on current environmental programs remaining in effect, AEP has sufficient emission

The occurrence of one or more wildfires could cause tremendous loss, impact the market value and credit ratings of our securities and have a material adverse effect on our financial condition.

More frequent and severe drought conditions, extreme swings in amount and timing of precipitation, changes in vegetation, unseasonably warm temperatures, very low humidity, stronger winds and other factors have increased the duration of the wildfire season and the potential impact of an event.

AEP’s infrastructure could pose risks to safety and system reliability and wildfire mitigation initiatives may not be successful or effective in preventing or reducing wildfire-related events.

Wildfires can occur even when effective mitigation procedures are followed.

Despite AEP’s early-stage wildfire mitigation initiatives, a wildfire could be ignited, spread and cause damages, which could subject AEP to significant liability.

Other potential risks associated with wildfires include the inability to secure sufficient insurance coverage, increased costs for insurance and mitigation efforts, regulatory recovery risk, litigation risk, and the potential for a credit downgrade and subsequent additional costs to access capital markets.

Two appeals regarding motions to dismiss the plaintiffs’ claims filed in representative cases by AEP Texas and other similarly situated defendants are currently pending; resolution of either of these appeals in favor of AEP Texas would result in dismissal of the plaintiffs’ claims against AEP Texas in those cases.

A separate appeal regarding a motion to dismiss filed on behalf of the three formerly AEP-owned wind farms and other similarly situated defendants is also pending; resolution of this appeal in favor of the three wind farms would result in dismissal of the plaintiffs’ claims against the wind farms in those cases.

damage, and may result in suspension of operations and the imposition of civil or criminal penalties.

AEP is committed to providing reliable affordable power to its customers.

To achieve this, AEP and its subsidiaries routinely meet with state regulators and key stakeholders to understand their needs for both dispatchable and renewable generation resources.

This process evaluates, amongst other things, future supply and demand fundamentals, the economic aspects of investments, grid reliability and resilience, regulations and evolving RTO requirements, the advancement of generation technologies, and market impacts and constraints.

AEP remains committed to making generation and capacity resource decisions that provide the most cost-efficient and reliable power to customers, irrespective of any specific carbon-reduction goal.

Based on the assumptions used in the most recent analysis, AEP expects that its Scope 1 GHG emissions will be reduced by 80% by 2030 (from a 2005 baseline).

AEP’s GHG reduction efforts are predicated on the combined preferences of the eleven states that we operate in.

AEP has made significant progress in reducing GHG emissions from its power generation fleet and while we aspire to be at net-zero Scope 1 and 2 emissions by 2045, our performance will ultimately be driven by the needs and desires of the states we serve.

AEP is engaging with regulators and policymakers and our decisions around generation resources are reflected in the preferences of these states.

AEP has embraced the advancement of low-carbon generation solutions where supported, which may include early-stage projects to bring small modular nuclear reactors to Virginia and Indiana as an example.

Further advancement of affordable new generation technologies and a market for offsets, as well as continued alignment with our states, would be required to achieve net-zero emissions.

projects.

(Applies to all Registrants)

The rules have been challenged in court and are currently stayed.

to provide cost-effective programs and services to customers.

costs to participate in those structures, including the cost of transmission facilities built by others due to changes in transmission rate design.

Ohio House Bill 6 (HB 6), which provides for beneficial cost recovery for OPCo and for plants owned by OVEC, has come under public scrutiny.

(Applies to AEP and OPCo)

In 2019, Ohio adopted and implemented HB 6 which benefits OPCo by authorizing rate recovery for certain costs including renewable energy contracts, OVEC’s coal-fired generating units and energy efficiency measures.

AEP and OPCo engaged in lobbying efforts and provided testimony during the legislative process in connection with HB 6.

In July 2020, an investigation led by the U.S. Attorney’s Office resulted in a federal grand jury indictment of an Ohio legislator and associates and Generation Now, an entity registered as a 501(c)(4) social welfare organization, in connection with an alleged racketeering conspiracy involving the adoption of HB 6.

Certain defendants in that case had previously plead guilty and, in March 2023, a federal jury convicted the Ohio legislator and another individual of participating in the racketeering conspiracy.

If certain provisions of HB 6 were to be eliminated, it is unclear whether new legislation addressing similar issues would be adopted.

In addition, the impact of continued public scrutiny of HB 6 is not known and may have an adverse impact on AEP and OPCo, including their relationship with regulatory and legislative authorities, customers and other stakeholders.

AEP is a defendant in current litigation relating to HB 6 and AEP or OPCo may be involved in future litigation.

In April 2023, AEP initiated a sales process for its ownership in AEP Energy and AEP Onsite Partners.

AEP Onsite Partners also owns a 50% interest in NM Renewable Development, LLC, (NMRD).

Separate from the remainder of AEP Onsite Partners, AEP and the joint owner have signed an agreement in December 2023 to sell NMRD to a non-affiliated third-party.

If AEP is unable to recover the net book value or carrying value of these assets as part of the sale process, it could reduce future net income and impact financial condition.

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.

The challenges include

These IRPs take into account economics, customer demand, grid reliability and resilience, regulations and RTO capacity requirements.

Based on the output of the company’s IRPs, in October 2022, AEP announced new intermediate and long-term CO2 emission reduction goals.

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 for Scope 1 and Scope 2 emissions.

Risks to achieving these goals include, among other things, the ability to execute on renewable resource plans, evolving RTO requirements, regulatory approvals, customer demand for carbon-free energy, potential tariffs, carbon policy and regulation, operational performance of renewable generation and supply chain costs and constraints, all while continuing to provide the most cost-efficient and reliable power to customers.

Technology research and development, innovation, and advancements in carbon-free generation are also critical to AEP’s ability to achieve its 2045 goal.

AEP may be constrained by the ability to procure resources or labor needed to build new generation at a reasonable price as well as to construct projects on time.

In addition, new technologies that are not yet commercially available or are unproven at utility scale will likely be needed including new resources such as advanced nuclear, hydrogen and long-duration storage.

If these technologies are not developed or are not available at reasonable prices, or if AEP invests in early-stage technologies that are then supplanted by technological breakthroughs, AEP’s ability to achieve a net-zero target by 2045 at a cost-effective price could be at risk.

Achieving our carbon reduction goals will require continued operation of our existing carbon-free technologies

including nuclear and renewables.

The rapid transition to and expansion of certain low-carbon resources, such as renewables without cost-effective storage, may challenge our ability to meet customer expectations of reliability in a carbon constrained environment.

AEP cannot predict the ultimate impact of achieving these objectives, or the various implementation aspects, on its system reliability, or its results of operations, financial condition, or liquidity.

money or the delivery of a commodity, including power, could breach their obligations.

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 [removed: Operations in the 2023 Annual Report.][added: Operations.]

Year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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: 2022,] [added: 2023,] 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 [removed: Operations in the 2023 Annual Report.][added: Operations.]

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 [removed: Operations in the 2023 Annual Report.][added: Operations.]

As of December 31, [removed: 2023,] [added: 2024,] the subsidiaries of AEP had a total of [removed: 17,250] [added: 16,330] employees.

[removed: Information] [added: Summary information] related to AEP subsidiary operating companies as of December 31, [removed: 2023] [added: 2024] is shown in the table below:

As of December 31, [removed: 2023,] [added: 2024,] AEPSC had [removed: 6,736] [added: 6,237] employees.

| Primary Metal Manufacturing | | | | | | X | | | | | | X | | | | | | X | | | | | | | | | | | | | | | | | | X | | | | | | | | | | | | [removed: X] | | | | | | X | | |

| Data Processing (a) | | | | | | X | | | | | | | | | | | | [added: X] | | | | | | | | | | | | | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| Kentucky | | | | | | KPCo | | | | | | 9.75 | | % | [removed: (c)] | | |

| Oklahoma | | | | | | PSO | | | | | | [removed: 9.30] [added: 9.50] | | % | | | |

| Texas | | | | | | AEP Texas | | | | | | [removed: 9.40] [added: 9.76] | | % | | | |

| | | | | | | SWEPCo | | | | | | 9.25 | | % | [removed: (d)] [added: (c)] | | |

| Virginia | | | | | | APCo | | | | | | [removed: 9.50] [added: 9.75] | | % | | | |

See [removed: “2023 Kentucky Base Rate] [added: “Noncontrolling Interest in OHTCo] and [removed: Securitization Case”] [added: IMTCo”] section of Note [removed: 4] [added: 21] for additional information.

[removed: (d)In] [added: (c)In] February 2022, as part of the 2020 Texas Base Rate Case, SWEPCo filed a motion for rehearing with the PUCT alleging several errors in the final order, which included a challenge of the approved ROE.

For further information relating to the sources of revenue for the Registrants, see Note [removed: 19] [added: 20] - Revenues from Contracts with Customers for additional information.

Short-term debt may also be used to finance acquisitions, construction and redemption or repurchase of outstanding securities until such needs can be financed with long-term [removed: debt.][added: funding.]

See “Financial Condition” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations [removed: included in the 2023 Annual Report] for additional information.

AEP’s revolving credit agreements (which backstop the commercial paper program) include covenants and events of default typical for these types of facilities, including a maximum [removed: debt/capital] [added: debt-to-total capitalization] test.

In addition, the acceleration of AEP’s payment obligations, or the obligations of certain of its major subsidiaries, prior to maturity under any other agreement or instrument relating to debt outstanding in excess of [removed: $50] [added: $100] million, would cause an event of default under the credit agreements.

As of December 31, [removed: 2023,] [added: 2024,] AEP was in compliance with its debt covenants.

For additional information on the laws and regulations discussed below, see “Environmental Issues” section of Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations included in the 2023 Annual Report.][added: Operations.]

The primary regulatory programs that continue to drive investments in AEP’s existing generating units include: (a) periodic revisions to NAAQS and the development of SIPs to achieve more stringent standards, (b) implementation of the regional haze program by the states and the Federal EPA, (c) regulation of hazardous air pollutant emissions under MATS, (d) implementation and review of CSAPR and (e) the Federal EPA’s regulation of [removed: greenhouse gas] [added: GHG] emissions from fossil generation under Section 111 of the CAA.

The Federal EPA’s ELG rule for [removed: generation] [added: generating] facilities establishes limits for FGD wastewater, fly ash and bottom ash transport water and flue gas mercury control wastewater, which are [added: to be] implemented through each facility’s wastewater discharge permit.

In [removed: March 2023,] [added: April 2024,] the Federal EPA [removed: proposed] [added: finalized] further revisions to the ELG rule [removed: which, if finalized, would] [added: that] establish a zero [added: liquid] discharge standard for FGD [removed: wastewater and] [added: wastewater,] bottom ash transport water, and [added: managed combustion residual leachate, as well as] more stringent discharge limits for [added: unmanaged] combustion residual leachate.

[removed: The] [added: As originally promulgated, the] rule [removed: applies] [added: applied] to active and inactive CCR landfills and surface impoundments at facilities of active electric utility or independent power producers.

In [removed: May 2023,] [added: April 2024,] the Federal EPA [removed: proposed] [added: finalized] revisions to the CCR Rule to expand the scope of the rule to include inactive impoundments at inactive facilities (“legacy CCR surface impoundments”) as well as to establish requirements for currently exempt solid waste management units that involve the direct placement of CCR on the land (“CCR management units”).

The Federal EPA is [removed: proposing] [added: requiring] that owners and operators of legacy surface impoundments comply with all of the existing CCR Rule requirements applicable to inactive CCR surface impoundments at active facilities, except for the location restrictions and liner design criteria.

The [removed: proposal] [added: rule] establishes [removed: accelerated] compliance deadlines for legacy surface impoundments to meet regulatory requirements, including a requirement to initiate closure within [removed: one year] [added: five years] after the effective date of the final rule.

The [removed: Federal EPA's proposal would require] [added: rule requires] evaluations to be completed at both active facilities and inactive facilities with one or more legacy surface impoundments.

In [removed: May 2023,] [added: April 2024,] the [added: Administrator of the] Federal EPA [removed: proposed greenhouse gas] [added: signed new GHG] standards and guidelines for new and existing fossil-fuel fired sources.

The [removed: proposal] [added: rule] relies [removed: heavily] on carbon capture and sequestration and natural gas co-firing as means to reduce CO2 emissions from coal fired plants and [removed: hydrogen co-firing and] carbon capture and sequestration [added: or limited utilization] to reduce CO2 emissions from [added: new] gas turbines.

See “The Comprehensive Environmental Response Compensation and Liability Act (Superfund) and State Remediation” section of Note 6 [removed: included in the 2023 Annual Report] for additional information.

The electric utility industry is in the midst of an historic transformation, driven by [added: large load growth in the commercial customer class from data processing loads,] changing customer needs, evolving public policies, stakeholder demands, demographics, competitive offerings, technologies and commodity prices.

[added: As part of the regulatory process,] AEP routinely submits IRPs in various regulatory jurisdictions to address future generation [removed: and capacity] needs.

As of December 31, [removed: 2023,] [added: 2024,] AEP’s generating capacity included owned and PPA capacity of approximately [removed: 23,300] [added: 23,200] MWs and [removed: 5,200] [added: 5,300] MWs, respectively.

The graph below summarizes AEP’s generating capacity by resource type for the years 1999, 2005 and [removed: 2023:][added: 2024:]

[removed: ][added: ]

The following table shows AEP’s number of employees by subsidiary as of December 31, [removed: 2023:][added: 2024:]

| AEP Texas | | | | | | [removed: 1,646] [added: 1,598] | | |

| Total AEP | | | | | | [removed: 17,250] [added: 16,330] | | |

Of AEP’s [removed: 17,250] [added: 16,330] employees, less than [removed: 0.1%] [added: 1%] are Traditionalists (born before 1946), approximately [removed: 17%] [added: 12%] are Baby Boomers (born 1946-1964), approximately [removed: 36%] [added: 37%] are Generation X (born 1965-1980), approximately [removed: 39%] [added: 42%] are Millennials (born 1981-1996) and [removed: approximately 7%] [added: less than 9%] are Generation Z (born after 1996).

[removed: We have] [added: AEP has] policies, procedures, programs, training and [removed: proactive] initiatives in place to help ensure a [removed: safe mindset and] [added: safety conscious] work environment.

| Approximate Number of Retail Customers | | | | | | 1,122,000 | | | | | | (c) | | | | | | 969,000 | | | | | | 617,000 | | | | | | 50,000 | | | | | | 163,000 | | | | | | 1,539,000 | | | | | | 584,000 | | | | | | 555,000 | | | | | | 41,000 | | |

| Number of Employees | | | | | | 1,598 | | | | | | (c) | | | | | | 1,613 | | | | | | 2,069 | | | | | | 47 | | | | | | 279 | | | | | | 1,594 | | | | | | 1,044 | | | | | | 1,314 | | | | | | 229 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Indiana | | | | | | I&M | | | | | | 9.85 | | % | | | |

Sources of long-term funding include issuance of long-term debt, long-term asset securitizations, leasing agreements, hybrid securities or common stock.

See “Financial Condition” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information.

AEP is unable to predict changes in regulations, regulatory guidance, legal interpretations, policy positions and implementation actions that may result from the change in Presidential administrations.

The revised rule provides a new compliance alternative that would eliminate the need to install zero liquid discharge systems for facilities that comply with the 2020 rule’s control technology requirements and commit by December 31, 2025 to retire by 2034.

Management is evaluating the compliance alternatives in the rule, taking into consideration the requirements of the other new rules and their combined impacts to operations.

Several appeals have been filed with various federal courts challenging the 2024 ELG rule.

SWEPCo has also challenged the rule, by filing a joint appeal with a utility trade association in which AEP participates.

The various appeals have been consolidated before the United States Court of Appeals for the Eighth Circuit.

SWEPCo and the utility trade association filed a motion to stay the rule during the litigation.

In October 2024, the court denied the motion.

Management cannot predict the outcome of the litigation.

Closure may be accomplished by applying an impermeable cover system over the CCR material (“closure in place”) or the CCR material may be excavated and placed in a compliant landfill (“closure by removal”).

Groundwater monitoring and other analysis over the next three years will provide additional information on the planned closure method.

AEP evaluated the applicability of the rule to current and former plant sites and recorded incremental ARO of $674 million in the second quarter of 2024 based on initial cost estimates primarily reflecting compliance with the rule through closure in place and future groundwater monitoring requirements pursuant to the revised CCR Rule.

As further groundwater monitoring and other analysis is performed, management expects to refine the assumptions and underlying cost estimates used in recording the ARO.

These refinements may include, but are not limited to, changes in the expected method of closure, changes in estimated quantities of CCR at each site, the identification of new CCR management units, among other items.

These future changes could have a material impact on the ARO and materially reduce future net income and cash flows and further impact financial condition.

The rule also offers early retirement of coal plants in lieu of carbon capture and storage as an alternative means of compliance.

A number of parties filed petitions for review of the rule in the U.S. Court of Appeals for the D.C. Circuit.

AEP is in the early stages of evaluating and identifying the best strategy for complying with this rule while ensuring the adequacy of resources to meet customer needs.

The Federal EPA’s new GHG rule is directed at the fossil-fuel fired electric utility industry and could force AEP to close additional coal-fired generation facilities earlier than their estimated useful life.

If AEP is unable to recover the costs of its investments, it would reduce future net income and cash flows and impact financial condition.

AEP is committed to providing reliable affordable power to its customers.

To achieve this, AEP and its subsidiaries routinely meet with state regulators and key stakeholders to understand their needs for both dispatchable and renewable generation resources.

This process evaluates, amongst other things, future supply and demand fundamentals, the economic aspects of investments, grid reliability and resilience, regulations and evolving RTO requirements, the advancement of generation technologies, and market impacts and constraints.

| AEPSC | | | | | | 6,237 | | |

| APCo | | | | | | 1,613 | | |

| I&M | | | | | | 2,069 | | |

| KGPCo | | | | | | 47 | | |

| KPCo | | | | | | 279 | | |

| OPCo | | | | | | 1,594 | | |

| PSO | | | | | | 1,044 | | |

| SWEPCo | | | | | | 1,314 | | |

| WPCo | | | | | | 229 | | |

| Other (a) | | | | | | 306 | | |

(a) Primarily relates to AEP Energy employees.

| Approximate Number of Retail Customers | | | | | | 1,111,000 | | | | | | (c) | | | | | | 967,000 | | | | | | 613,000 | | | | | | 49,000 | | | | | | 163,000 | | | | | | 1,527,000 | | | | | | 578,000 | | | | | | 548,000 | | | | | | 41,000 | | |

| Number of Employees | | | | | | 1,646 | | | | | | (c) | | | | | | 1,679 | | | | | | 2,110 | | | | | | 56 | | | | | | 284 | | | | | | 1,752 | | | | | | 1,062 | | | | | | 1,344 | | | | | | 230 | | |

| Overhead Circuit Miles of Transmission and Distribution Lines | | | | | | 46,673 | | | | | | 4,188 | | | | | | 51,558 | | | | | | 20,584 | | | | | | 1,405 | | | | | | 11,210 | | | | | | 44,519 | | | | | | 18,156 | | | | | | 26,233 | | | | | | 1,722 | | |

| Indiana | | | | | | I&M | | | | | | 9.70 | | % | | | |

(c)The KPSC issued an order approving a 9.75% ROE, effective January 2024.

Management cannot predict whether the Federal EPA will actually finalize further revisions but will continue to monitor this issue and its potential impact to operations.

If finalized, AEP may incur material, additional costs complying with the Federal EPA’s proposal, including costs to upgrade or close and replace legacy CCR surface impoundments and to conduct any required remedial actions including removal of coal ash.

In addition, AEP would need to seek cost recovery through regulated rates, including proposing new regulatory mechanisms for cost recovery, for which regulatory approval cannot be assured.

The proposed rule, if finalized, could have a material adverse impact on net income, cash flows and financial condition if AEP cannot ultimately recover any additional costs of compliance.

To date, the Federal EPA has twice taken action to regulate CO2 emissions from new and existing fossil fueled electric generating units under the existing provisions of the CAA and both attempts have been struck down by the courts.

Management is evaluating the proposed rule.

AEP is also transforming to be more agile and customer-focused as a valued provider of energy solutions.

These IRPs take into account economics, customer demand, grid reliability and resilience, regulations and RTO capacity requirements.

The objective of the IRPs is to recommend future generation and capacity resources that provide the most cost-efficient and reliable power to customers.

Based on the results of the IRPs, management expects emissions to continue to decline over time as AEP diversifies generating sources and operates fewer coal units.

The projected decline in coal-fired generation is due to a number of factors, including the ongoing cost of operating older units, the relative cost of coal and natural gas as fuel sources, increasing environmental regulations requiring significant capital investments and changing commodity market fundamentals.

In 2023, owned and PPA coal capacity represented 42% of AEP’s generating capacity compared with 70% in 2005.

In addition, certain states AEP subsidiaries serve have established mandatory or voluntary programs to increase the use of energy efficiency, alternative energy or renewable energy sources.

Management actively monitors AEP’s compliance position and is on pace to meet the relevant requirements or benchmarks in each applicable jurisdiction.

As of December 31, 2023, AEP’s regulated utilities had long-term contracts for 2,750 MWs of wind, 80 MWs of hydro and 65 MWs of solar power.

Additionally, as of December 31, 2023, AEP’s regulated utilities own and operate 1,639 MWs of wind, 816 MWs of hydro and 41 MWs of solar power.

End Use Energy Efficiency

Beginning in 2008, AEP ramped up efforts to reduce energy consumption and peak demand through the introduction of additional energy efficiency and demand response programs.

These programs, commonly and collectively referred to as demand side management, were implemented in jurisdictions where appropriate cost recovery was available.

Since that time, AEP operating company programs have reduced annual consumption by over 10.5 million MWhs and peak demand by approximately 3,600 MWs.

Management estimates that its operating companies spent approximately $1.7 billion since 2008 to achieve these levels.

Energy efficiency and demand reduction programs have received regulatory support in most of the states AEP serves, and appropriate cost recovery will be essential for AEP operating companies to continue and expand these consumer offerings.

Appropriate recovery of program costs, lost revenues, and an opportunity to earn a reasonable return ensures that energy efficiency programs are considered equally with supply side investments.

As AEP continues to transition to a cleaner, more efficient energy future, energy efficiency and demand response programs will continue to play an important role in how the company serves its customers.

Management believes its experience providing robust energy efficiency programs in several states positions AEP to be a cost-effective provider of these programs as states develop their implementation plans.

In 2023, AEP also established a Climate Change Executive Group to ensure appropriate management and accountability concerning climate-related impacts, risks and opportunities.

Based on the output of the company’s IRPs, in October 2022, AEP announced new intermediate and long-term CO2 emission reduction goals.

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 for Scope 1 and Scope 2 emissions.

AEP’s total Scope 1 GHG estimated emissions in 2023 were approximately 42.8 million metric tons, a 68% reduction according to the GHG Protocol, which excludes emission reductions that result from assets that have been sold, or a 72% reduction from AEP’s 2005 Scope 1 GHG emissions (inclusive of emission reductions that result from plants that have been sold).

AEP has made significant progress in reducing CO2 emissions from its power generation fleet and expects its emissions to continue to decline over the long-term.

AEP also expects Scope 1 GHG emissions to vary annually depending on the mix of its own generation and purchased power used to serve customers.

AEP’s ability to achieve these goals is dependent upon a number of factors including the ability to execute on renewable resource plans, evolving RTO requirements, constructive regulatory support, the advancement of carbon-free generation technologies, customer demand for carbon-free energy, potential tariffs, carbon policy and regulation, operational performance of renewable generation and supply chain costs and constraints, all while continuing to provide the most cost-efficient and reliable power to customers.

| AEPSC | | | | | | 6,736 | | |

| APCo | | | | | | 1,679 | | |

| I&M | | | | | | 2,110 | | |

For a discussion of material legal proceedings, see Note 6 - Commitments, Guarantees and Contingencies [removed: included in the 2023 Annual Report] for additional information.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

| Indicate by check mark if the [removed: registrant American Electric Power Company, Inc.,] AEP Texas Inc., AEP Transmission Company, [removed: LLC, Appalachian Power Company, Ohio Power Company,] [added: LLC and] Public Service Company of [removed: Oklahoma and Southwestern Electric Power Company,] [added: Oklahoma,] are well-known seasoned issuers, as defined in Rule 405 of the Securities Act. | | | Yes | | | x | | | No | | | ¨ | | |

| Indicate by check mark if [removed: the registrant] [added: American Electric Power Company, Inc., Appalachian Power Company,] Indiana Michigan Power [added: Company, Ohio Power] Company [removed: is a] [added: and Southwestern Electric Power Company are] well-known seasoned [removed: issuer,] [added: issuers,] as defined in Rule 405 of the Securities Act. | | | Yes | | | ¨ | | | No | | | x | | |

| | | | | | | Aggregate Market Value of Voting and Non-Voting Common Equity Held by Nonaffiliates of the Registrants as of June 30, [removed: 2023] [added: 2024] 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: 2023] [added: 2024] | | |

| Portions of Proxy Statement of American Electric Power Company, Inc. for [removed: 2024] [added: 2025] Annual Meeting of Shareholders. | | | | | | Part III | | |

| | | | Glossary of Terms | | | [removed: [i](#i9128745c47bb40e6a241747d2683c713_10)] [added: [i](#i4e7e0abc90844747839639709f84286d_10)] | | |

| | | | Forward-Looking Information | | | [removed: [vi](#i9128745c47bb40e6a241747d2683c713_13)] [added: [vi](#i4e7e0abc90844747839639709f84286d_13)] | | |

| | | | Business Segments | | | [removed: [9](#i9128745c47bb40e6a241747d2683c713_43)] [added: [8](#i4e7e0abc90844747839639709f84286d_43)] | | |

| | | | Vertically Integrated Utilities | | | [removed: [9](#i9128745c47bb40e6a241747d2683c713_46)] [added: [8](#i4e7e0abc90844747839639709f84286d_46)] | | |

| | | | Transmission and Distribution Utilities | | | [removed: [15](#i9128745c47bb40e6a241747d2683c713_49)] [added: [15](#i4e7e0abc90844747839639709f84286d_49)] | | |

| | | | AEP Transmission Holdco | | | [removed: [16](#i9128745c47bb40e6a241747d2683c713_52)] [added: [16](#i4e7e0abc90844747839639709f84286d_52)] | | |

| | | | Generation & Marketing | | | [removed: [18](#i9128745c47bb40e6a241747d2683c713_55)] [added: [19](#i4e7e0abc90844747839639709f84286d_55)] | | |

| | | | Executive Officers of AEP | | | [removed: [20](#i9128745c47bb40e6a241747d2683c713_58)] [added: [20](#i4e7e0abc90844747839639709f84286d_58)] | | |

| 1A | | | Risk Factors | | | [removed: [21](#i9128745c47bb40e6a241747d2683c713_61)] [added: [21](#i4e7e0abc90844747839639709f84286d_61)] | | |

| 1B | | | Unresolved Staff Comments | | | [removed: [34](#i9128745c47bb40e6a241747d2683c713_64)] [added: [34](#i4e7e0abc90844747839639709f84286d_64)] | | |

| | | | Generation Facilities | | | [removed: [36](#i9128745c47bb40e6a241747d2683c713_70)] [added: [36](#i4e7e0abc90844747839639709f84286d_73)] | | |

| | | | [Transmission and Distribution [removed: Facilities](#i9128745c47bb40e6a241747d2683c713_163)] [added: Facilities](#i4e7e0abc90844747839639709f84286d_67)] | | | [removed: [38](#i9128745c47bb40e6a241747d2683c713_73)] [added: [38](#i4e7e0abc90844747839639709f84286d_76)] | | |

| | | | Title to Property | | | [removed: [38](#i9128745c47bb40e6a241747d2683c713_76)] [added: [38](#i4e7e0abc90844747839639709f84286d_79)] | | |

| | | | [System Transmission Lines and Facility [removed: Siting](#i9128745c47bb40e6a241747d2683c713_169)] [added: Siting](#i4e7e0abc90844747839639709f84286d_169)] | | | [removed: [38](#i9128745c47bb40e6a241747d2683c713_79)] [added: [38](#i4e7e0abc90844747839639709f84286d_82)] | | |

| | | | Construction Program | | | [removed: [38](#i9128745c47bb40e6a241747d2683c713_82)] [added: [38](#i4e7e0abc90844747839639709f84286d_85)] | | |

| | | | Potential Uninsured Losses | | | [removed: [39](#i9128745c47bb40e6a241747d2683c713_85)] [added: [38](#i4e7e0abc90844747839639709f84286d_88)] | | |

| 3 | | | Legal Proceedings | | | [removed: [39](#i9128745c47bb40e6a241747d2683c713_88)] [added: [39](#i4e7e0abc90844747839639709f84286d_91)] | | |

| 4 | | | Mine Safety Disclosure | | | [removed: [39](#i9128745c47bb40e6a241747d2683c713_91)] [added: [39](#i4e7e0abc90844747839639709f84286d_94)] | | |

| 5 | | | Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [40](#i9128745c47bb40e6a241747d2683c713_97)] [added: [40](#i4e7e0abc90844747839639709f84286d_100)] | | |

| 7 | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [41](#i9128745c47bb40e6a241747d2683c713_103)] [added: [41](#i4e7e0abc90844747839639709f84286d_106)] | | |

| 7A | | | Quantitative and Qualitative Disclosures about Market Risk | | | [removed: [41](#i9128745c47bb40e6a241747d2683c713_106)] [added: [41](#i4e7e0abc90844747839639709f84286d_109)] | | |

| 8 | | | Financial Statements and Supplementary Data | | | [removed: [41](#i9128745c47bb40e6a241747d2683c713_109)] [added: [41](#i4e7e0abc90844747839639709f84286d_112)] | | |

| 9 | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [316](#i9128745c47bb40e6a241747d2683c713_553)] [added: [328](#i4e7e0abc90844747839639709f84286d_553)] | | |

| 9A | | | Controls and Procedures | | | [removed: [316](#i9128745c47bb40e6a241747d2683c713_556)] [added: [328](#i4e7e0abc90844747839639709f84286d_556)] | | |

| 9B | | | Other Information | | | [removed: [316](#i9128745c47bb40e6a241747d2683c713_559)] [added: [328](#i4e7e0abc90844747839639709f84286d_559)] | | |

| 9C | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [316](#i9128745c47bb40e6a241747d2683c713_562)] [added: [328](#i4e7e0abc90844747839639709f84286d_562)] | | |

| 10 | | | Directors, Executive Officers and Corporate Governance | | | [removed: [317](#i9128745c47bb40e6a241747d2683c713_568)] [added: [329](#i4e7e0abc90844747839639709f84286d_568)] | | |

| 11 | | | Executive Compensation | | | [removed: [317](#i9128745c47bb40e6a241747d2683c713_571)] [added: [329](#i4e7e0abc90844747839639709f84286d_571)] | | |

| 12 | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [318](#i9128745c47bb40e6a241747d2683c713_574)] [added: [330](#i4e7e0abc90844747839639709f84286d_574)] | | |

| 13 | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i9128745c47bb40e6a241747d2683c713_214)] [added: Independence](#i4e7e0abc90844747839639709f84286d_214)] | | | [removed: [318](#i9128745c47bb40e6a241747d2683c713_577)] [added: [330](#i4e7e0abc90844747839639709f84286d_577)] | | |

| 14 | | | Principal Accounting Fees and Services | | | [removed: [318](#i9128745c47bb40e6a241747d2683c713_580)] [added: [331](#i4e7e0abc90844747839639709f84286d_580)] | | |

| | | | Financial Statements | | | [removed: [320](#i9128745c47bb40e6a241747d2683c713_586)] [added: [332](#i4e7e0abc90844747839639709f84286d_586)] | | |

| 16 | | | Form 10-K Summary | | | [removed: [321](#i9128745c47bb40e6a241747d2683c713_589)] [added: [333](#i4e7e0abc90844747839639709f84286d_589)] | | |

| | | | Index of Financial Statement Schedules | | | [removed: S-[1](#i9128745c47bb40e6a241747d2683c713_595)] [added: S-[1](#i4e7e0abc90844747839639709f84286d_595)] | | |

| DCC Fuel | | | | | | DCC Fuel [removed: XIII, DCC Fuel] XIV, DCC Fuel XV, DCC Fuel XVI, DCC Fuel XVII, DCC Fuel [removed: XVIII and] [added: XVIII,] DCC Fuel XIX [added: and DCC Fuel XX] consolidated VIEs formed for the purpose of acquiring, owning and leasing nuclear fuel to I&M. | | |

| American Electric Power Company, Inc. | | | | | | 46,757,322,914 | | | | | | 532,907,715 | | |

| | | | General | | | [1](#i4e7e0abc90844747839639709f84286d_22) | | |

| 1C | | | Cybersecurity | | | [34](#i4e7e0abc90844747839639709f84286d_64) | | |

| 2 | | | Properties | | | [36](#i4e7e0abc90844747839639709f84286d_70) | | |

| 6 | | | Reserved | | | [41](#i4e7e0abc90844747839639709f84286d_103) | | |

| | | | Signatures | | | [334](#i4e7e0abc90844747839639709f84286d_592) | | |

| | | | Exhibit Index | | | E-[1](#i4e7e0abc90844747839639709f84286d_649) | | |

| AEP Development Services, LLC | | | | | | AEP Development Services, LLC, a consolidated VIE of AEP formed for the purpose of developing, constructing, and installing energy projects for the regulated operating companies of AEP. | | |

| CAMT | | | | | | Corporate Alternative Minimum Tax. | | |

| CEO | | | | | | Chief Executive Officer. | | |

| CODM | | | | | | Chief Operating Decision Maker. | | |

| Diversion | | | | | | Diversion, acquired in December 2024, consists of 201 MWs of wind generation in Texas. | | |

| G&M | | | | | | Generation & Marketing. | | |

| IRC | | | | | | Internal Revenue Code. | | |

| Net Zero | | | | | | Represents net-zero Scope 1 and Scope 2 GHG emissions by 2045. | | |

| PFD | | | | | | Proposal for Decision. | | |

| PLR | | | | | | Private Letter Ruling. | | |

| Storm Recovery Funding | | | | | | SWEPCo Storm Recovery Funding LLC, a wholly-owned subsidiary of SWEPCo and consolidated VIE formed for the purpose of issuing and servicing securitization bonds related to storm restoration in Louisiana. | | |

| T&D | | | | | | Transmission and Distribution Utilities. | | |

| | | | | | | | | |

| VIU | | | | | | Vertically Integrated Utilities. | | |

| • | | | New legislation adopted in the states in which we operate that alters the regulatory framework or that prevents the timely recovery of costs and investments. | | |

| • | | | The impact of extreme weather conditions, natural disasters and catastrophic events such as storms, drought conditions and wildfires that pose significant risks including potential litigation and the inability to recover significant damages and restoration costs incurred. | | |

| American Electric Power Company, Inc. | | | | | | $44,304,742,057 | | | | | | 526,184,585 | | |

| | | | General | | | [1](#i9128745c47bb40e6a241747d2683c713_22) | | |

| 1C | | | Cybersecurity | | | [34](#i9128745c47bb40e6a241747d2683c713_64) | | |

| 2 | | | Properties | | | [36](#i9128745c47bb40e6a241747d2683c713_67) | | |

| 6 | | | Reserved | | | [41](#i9128745c47bb40e6a241747d2683c713_100) | | |

| | | | Signatures | | | [322](#i9128745c47bb40e6a241747d2683c713_592) | | |

| | | | Exhibit Index | | | E-[1](#i9128745c47bb40e6a241747d2683c713_655) | | |

| COVID-19 | | | | | | Coronavirus 2019, a highly infectious respiratory disease. In March 2020, the World Health Organization declared COVID-19 a worldwide pandemic. | | |

| Santa Rita East | | | | | | Santa Rita East Wind Holdings, LLC, a consolidated VIE whose sole purpose is to own and operate a 302 MW wind generation facility in west Texas in which AEP owns an 85% interest. | | |

| • | | | Weather conditions, including storms and drought conditions, and the ability to recover significant storm restoration costs. | | |

These NERC-led efforts test and further develop the coordination, threat sharing and interaction between utilities and various government [added: agencies relative to potential cyber and physical threats against the nation’s electric grid.]

[removed: AEP] [added: AEP'’s Chief Security Officer (CSO)] has [removed: a primary] [added: accountability for cyber aspects of third-party risk] and [removed: a back-up] [added: data loss prevention and is also its] NERC Critical Infrastructure Protection Senior Manager, who is responsible for ensuring alignment of compliance with the enterprise-wide security program.

[removed: AEP is not aware of] any [removed: occurrence from cybersecurity threats, including as a result of any] previous cybersecurity incidents, that has materially affected or is reasonably likely to materially affect AEP’s business strategy, results of operations, cash flows or financial condition.

AEP’s Chief Executive Officer and executive team participate in interactive threat briefings from AEP’s [removed: Chief Security Officer] [added: CSO] and/or Chief Information & Technology Officer on a regular basis.

[removed: AEP maintains dedicated] [added: AEP’s CSO leads the] cybersecurity and physical security teams which are responsible for the design, implementation and execution of AEP’s security risk management strategy, which includes cybersecurity.

In addition, [added: under] the [added: direction of the CSO, the] cybersecurity team actively monitors best practices, performs penetration testing, leads response exercises and internal awareness campaigns and provides training and communication across the organization.

Cook Plant is also subject to NRC regulation for cybersecurity.

AEP’s CSO possesses extensive experience across cybersecurity, risk and data controls and infrastructure engineering.

AEP’s CSO was the Chief Security Officer at Bread Financial Holdings, Inc., a publicly registered financial services company, and an executive director of cyber security at JPMorgan Chase & Co. prior to joining AEP.

AEP is not aware of any occurrence from cybersecurity threats, including as a result of

agencies relative to potential cyber and physical threats against the nation’s electric grid.

The tables below summarize the net maximum capacity of AEP's owned generation plants as of December 31, [removed: 2023.][added: 2024.]

| [removed: Solar] [added: Amherst] | | | | | | NA | | | | | | VA | | | | | | Solar | | | | | | 5 | | | | | | 2023 | | |

| Comanche | | | | | | 3 | | | | | | OK | | | | | | Natural Gas | | | | | | [removed: 237] [added: 238] | | | | | | 1973 | | |

| Southwestern, Units 4 and 5 | | | | | | 2 | | | | | | OK | | | | | | Natural Gas | | | | | | [removed: 168] [added: 166] | | | | | | 2008 | | |

| Weleetka | | | | | | 2 | | | | | | OK | | | | | | Natural Gas | | | | | | [removed: 84] [added: 75] | | | | | | 1975 | | |

| Northeastern, Unit 2 | | | | | | 1 | | | | | | OK | | | | | | Steam - Natural Gas | | | | | | [removed: 434] [added: 435] | | | | | | 1961 | | |

| Riverside, Units 1 and 2 | | | | | | 2 | | | | | | OK | | | | | | Steam - Natural Gas | | | | | | [removed: 896] [added: 879] | | | | | | 1974 | | |

| Rock Falls | | | | | | NA | | | | | | OK | | | | | | Wind | | | | | | 155 | | | | | | [removed: 2023] [added: 2017] | | |

| Total MWs | | | | | | | | | | | | | | | | | | | | | | | | [removed: 4,515] [added: 4,489] | | | | | | | | |

| Welsh (b) | | | | | | 2 | | | | | | TX | | | | | | Steam - Coal | | | | | | [removed: 1,053] [added: 1,056] | | | | | | 1977 | | |

| Total MWs | | | | | | | | | | | | | | | | | | | | | | | | [removed: 5,009] [added: 5,213] | | | | | | | | |

AEP forecasts approximately [removed: $7.5] [added: $11.5] billion of construction expenditures for [removed: 2024.][added: 2025.]

See the “Budgeted Capital Expenditures” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations [removed: included in the 2023 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 [removed: included in the 2023 Annual Report] for additional information.

| Diversion Wind Farm | | | | | | NA | | | | | | TX | | | | | | Wind | | | | | | 201 | | | | | | 2024 | | |

In December 2024, SWEPCo filed an application for a Certificate of Convenience and Necessity (CCN) with the APSC, LPSC and PUCT to convert Welsh Plant, Units 1 and 3 to natural gas in 2028 and 2027, respectively.

Generation & Marketing Segment

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Renewable Power | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Size of Energy Resource | | | | | | AEP Energy Supply, LLC Division | | | | | | Renewable Energy Resource | | | | | | Location | | | | | | In-Service or Under Construction | | |

| 195 MW | | | | | | AEP OnSite Partners (a) | | | | | | Solar | | | | | | Seventeen states (b) | | | | | | In-service | | |

| 4 MW | | | | | | AEP OnSite Partners (a) | | | | | | Solar | | | | | | Two states (c) | | | | | | Under Construction | | |

(a) In April 2023, AEP made a decision to include AEP Onsite Partners in a sales process that is currently targeted to be completed in the first half of 2024.

See the “Planned Sale of AEP Energy and AEP Onsite Partners” section of Executive Overview included in the 2023 Annual Report for additional information.

(b) California, Colorado, Florida, Hawaii, Illinois, Iowa, Minnesota, Nebraska, New Hampshire, New Jersey, New Mexico, New York, Ohio, Rhode Island, Texas, Vermont and Wisconsin.

(c) Ohio and Wisconsin.

See Item 1 for additional information relating to the total overhead circuit miles of transmission and distribution lines by operating company.

Not applicable.

The Federal Mine Safety and Health Act of 1977 (Mine Act) imposes stringent health and safety standards on various mining operations.

The Mine Act and its related regulations affect numerous aspects of mining operations, including training of mine personnel, mining procedures, equipment used in mine emergency procedures, mine plans and other matters.

Prior to October 1, 2023, SWEPCo, through its ownership of DHLC, a wholly-owned lignite mining subsidiary of SWEPCo, was subject to the provisions of the Mine Act.

Effective as of October 1, 2023, the U.S. Department of Labor’s Mine Safety and Health Administration put DHLC in Abandoned Mine Status.

As a result of this designation, DHLC is no longer subject to the Mine Act or Section 1503 of The Dodd-Frank Wall Street Reform and Consumer Protection Act.

In addition to the AEP Common Stock Information section below, the remaining information required by this item is incorporated herein by reference to [added: (i)] the material under the “Dividend Policy and Restrictions” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations [removed: included in the 2023 Annual Report.][added: and (ii) Note 16 Stock-Based Compensation.]

During the quarter ended December 31, [removed: 2023,] [added: 2024,] neither AEP nor its publicly-traded subsidiaries purchased [added: or issued] equity securities that are registered by AEP or its publicly-traded subsidiaries pursuant to Section 12 of the Exchange [removed: Act.][added: Act other than in amounts that were not material as described in Note 16 referenced above.]

For more information see the “Dividend Restrictions” section of Note [removed: 14] [added: 15] - Financing [removed: Activities included in the 2023 Annual Report.][added: Activities.]

As of December 31, [removed: 2023,] [added: 2024,] AEP had [removed: 49,023] [added: 44,820] registered shareholders.

The performance graph below compares the cumulative total return among AEP, the S&P 500 Index and the S&P [removed: Electric] [added: 500] Utilities [removed: (SP833)] [added: (Sector)] Index over a five year period.

The performance graph assumes an initial investment of $100 on December 31, [removed: 2018] [added: 2019] and that all dividends were reinvested.

[removed: ][added: ]

Data as of December 31, [removed: 2023.][added: 2024.]

[removed: 2023] [added: 2024] Annual Reports

[removed: ][added: ]

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AEP is committed to executing its strategy to provide customers with reliable, affordable power.

AEP’s vision is focused on six core principles:

- Delivering industry leading customer service.

- Providing a safe and secure workplace for our engaged, trained and developed employees.

- Environmental respect through creative sustainable energy solutions.

- Regulatory and legislative integrity that achieves balanced regulatory outcomes and provides trusted industry leadership.

- Operational excellence.

- Strong financial discipline that drives value for customers and investors.

AEP is at the forefront of the energy industry’s transformation.

AEP’s core strategy is focused on three pillars: 1) reinvestment in core assets, 2) investment in growth opportunities and 3) acquisition of new assets.

Highlights of AEP’s strategy include:

- The announcement of a five-year, $54 billion capital investment plan that continues to build the energy grid of the future.

- Adding more than 20,000 MWs of diverse generation resources through 2034 to support resource adequacy, resiliency, affordability and the increasing customer demand for power driven by data processors and economic development.

- Building a culture of accountability and operational excellence to effectively support regulated operations and enhance customer service.

- Maintaining a strong balance sheet and achieving our financial targets.

- A favorable impact from the receipt of PLRs in 2024 related to the treatment of NOLCs in retail rate making.

- An increase in sales volumes driven by favorable weather.

- A revenue refund provision related to SWEPCo’s 2012 Texas Base Rate Case and the Turk Plant.

- An increase in operating expenses due to the Federal EPA’s revised CCR rule finalized in May 2024.

- An increase in severance expenses and pension settlement expenses resulting from the voluntary severance program announced in April 2024.

Noncontrolling Interest in OHTCo and IMTCo (Applies to AEP and AEPTCo)

In January 2025, AEP announced a partnership between nonaffiliated entities to acquire a 19.9% indirect noncontrolling interest in OHTCo and IMTCo for $2.82 billion.

Net proceeds will be used to help finance AEP’s $54 billion capital plan for 2025-2029, announced in November 2024, driven by transmission and distribution infrastructure upgrades and new generation to support anticipated load growth.

The transaction is subject to FERC approval and clearance from the Committee on Foreign Investment in the United States.

AEP expects to close on the transaction in the second half of 2025.

Acquisition of the Diversion Wind Farm

In December 2024, SWEPCo acquired 100% of the equity interests in Diversion Wind Energy, LLC, the owner of Diversion wind farm.

The Diversion wind farm is a newly constructed 201 MW wind facility located in Baylor County, Texas and was placed in service in December 2024.

Output from Diversion serves FERC wholesale load and retail customers in Arkansas and Louisiana.

SWEPCo’s Louisiana jurisdictional share of the Diversion revenue requirement, net of PTC benefit, is recoverable through an authorized rider until the amounts are reflected in base rates.

Recovery of the Arkansas portion of the Diversion revenue requirement is expected to begin in 2026 through base rates.

In May 2024, AEP signed an agreement to sell AEP OnSite Partners to a nonaffiliated third-party.

The proceeds were used to pay down short-term debt.

Fuel Cell Agreement

In November 2024, AEP executed a purchase agreement to acquire 100 MWs of solid oxide fuel cells with an option to acquire up to one gigawatt in total by the end of 2025.

AEP, through its utility subsidiaries, is offering data centers and other large customers this custom solution to support their growing energy needs while grid infrastructure enhancements are completed to accommodate demand.

Through the date of this filing OPCo has signed multiple contracts for electricity service from fuel cells with customers and is filing those contracts with the PUCO for approval.

CCR Rule Revisions

In April 2024, the Federal EPA finalized revisions to the CCR Rule to expand the scope of the rule to include inactive impoundments at inactive facilities as well as to establish requirements for currently exempt solid waste management units that involve the direct placement of CCR on the land.

In the second quarter of 2024, AEP evaluated the applicability of the rule to current and former plant sites and recorded a $674 million increase in ARO.

- A decrease in weather-related sales volumes.

- Unfavorable mark-to-market economic hedge activity driven by a decrease in commodity prices.

The expected sale was terminated in April 2023.

- An impairment of AEP’s equity investment in Flat Ridge 2 in 2022.

AEP’s weather-normalized retail sales volumes for the year ended December 31, 2023 increased by 2.5% from the year ended December 31, 2022.

Weather-normalized residential sales decreased 0.9% for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Weather-normalized commercial sales increased by 7.8% in 2023 compared to 2022.

AEP’s 2023 industrial sales volumes increased 1.6% compared to 2022.

The growth in industrial sales was spread across many industries.

In 2024, AEP anticipates weather-normalized retail sales volumes will increase by 1.5%.

Weather-normalized residential sales volumes are projected to decrease by 0.4% in 2024, while weather-normalized commercial sales volumes are projected to increase by 4.5%.

The projected increase in commercial sales volumes is driven by new loads associated with data centers and cryptocurrency operations.

Finally, AEP projects the industrial sales volumes to increase by 0.6% in 2024.

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 the pace of inflation will continue to moderate.

In February 2022, AEP management announced the initiation of a process to sell all or a portion of AEP Renewables’ competitive contracted renewables portfolio (the portfolio) within the Generation & Marketing segment.

In late January 2023, AEP received final bids from interested parties.

In February 2023, AEP’s Board of Directors approved management’s plan to sell the portfolio and AEP signed an agreement with a nonaffiliated party.

AEP recorded a pretax loss of approximately $93 million ($73 million after-tax) for the year ended December 31, 2023 related to the sale.

AEP management has continued a strategic evaluation of AEP’s portfolio of businesses with a focus on core regulated utility operations, risk mitigation and simplification.

As a result of these efforts, the following decisions have been made with respect to AEP Energy and AEP Onsite Partners.

*AEP Energy*

In October 2022, AEP initiated a strategic evaluation for its ownership in AEP Energy, a wholly-owned retail energy supplier that supplies electricity and/or natural gas on a price risk managed basis 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 929,000 customer accounts as of December 31, 2023.

In April 2023, AEP management completed the strategic evaluation of AEP Energy and initiated a sales process.

The timing of the completion of the sales process is dependent upon a number of factors.

AEP is currently targeting the sales process to be completed in the first half of 2024.

In April 2023, AEP also made a decision to include AEP Onsite Partners in a sales process.

As of December 31, 2023, AEP OnSite Partners owned projects located in 22 states, including approximately 195 MWs of installed solar capacity and two solar projects under construction totaling approximately 4 MWs.

As of December 31, 2023, the net book value of these assets was $352 million.

AEP Onsite Partners also owns a 50% interest in NMRD totaling $101 million accounted for as an equity method investment.

The NMRD portfolio consists of 9 operating solar projects totaling 185 MWs and 6 projects totaling 440 MWs in development.

Separate from the remainder of AEP Onsite Partners, AEP and the joint owner agreed to a joint sales process for their respective interests in NMRD.

AEP recorded a pretax loss of $19 million in the fourth quarter of 2023 as a result of entering into the sales agreement.

The transaction has received all required regulatory approvals and is expected to close in the first quarter of 2024.

Planned Sale and Strategic Evaluation of Certain Transmission Joint Ventures

In April 2023, AEP also initiated a strategic evaluation for its ownership in certain transmission joint ventures in the AEP Transmission Holdco segment including Pioneer Transmission, LLC, Prairie Wind Transmission, LLC and Transource Energy.

In July 2023, AEP made a decision to initiate a sales process for its investment in Pioneer Transmission, LLC and Prairie Wind Transmission, LLC.

In February 2024, AEP management determined it would retain its ownership of its investment in Pioneer Transmission, LLC and Prairie Wind Transmission, LLC.

As of December 31, 2023, the net book value of Transource Energy was $289 million inclusive of $39 million related to noncontrolling interest on AEP’s balance sheet.

AEP management recently completed its strategic review and determined it would retain this business due to its fit within the goals and objectives of AEP and its overall leadership role in the U.S. electric transmission space.

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: 2024] [added: 2025] Proxy Statement, which is incorporated by reference into this item.

During [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] 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: 2023.][added: 2024.]

As a result of that assessment, management concluded that each Registrant’s internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

During the three months ended December 31, [removed: 2023,] [added: 2024,] none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

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 [removed: information] statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to the [removed: 2024] [added: 2025] Annual Meeting of Shareholders (the [removed: 2024] [added: 2025] Annual Meeting) including under the captions “Election of Directors,” “AEP’s Board of Directors and Committees,” “Directors” and “Nominees for Directors.”

*Insider Trading Policies and Procedures*

AEP has an insider trading policy governing the purchase, sale and other dispositions of the company’s debt and equity securities that applies to all company personnel, including directors, officers, employees, and other covered persons.

The policy also applies to the company.

The company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and NASDAQ listing standards applicable to the company.

A copy of the company’s insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

The remaining information required by this Item will be included in the company’s definitive proxy statement which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act, relating to the 2025 Annual Meeting under the caption “Corporate Governance” and is incorporated herein by reference.

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: 2024] [added: 2025] Annual Meeting including under the captions “Compensation Discussion and Analysis,” “Executive Compensation”, “Director Compensation” and [removed: “2023] [added: “2024] Director Compensation Table”.

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: 2024] [added: 2025] 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: 2023:][added: 2024:]

| Equity Compensation Plans Approved by Security Holders | | | | | | [removed: 2,500,803] [added: 2,190,348] | | | | | | — | | | | | | [removed: 3,698,144] [added: 9,806,016] | | |

| Total | | | | | | 2,190,348 | | | | | | — | | | | | | 9,806,016 | | |

| Total | | | | | | 2,500,803 | | | | | | — | | | | | | 3,698,144 | | |

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: 2024] [added: 2025] Annual Meeting under the captions “Transactions with Related Persons” and “Director Independence.”

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: 2024] [added: 2025] 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.”

[added: A description of the AEP Audit Committee pre-approval policies, which apply to these companies, is contained in the definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to the 2025 Annual Meeting under the captions “Audit and Non-Audit Fees,” “Audit Committee Report” and “Policy on Audit Committee Pre-Approval of the Audit and Permissible Non-Audit Services of the Independent Auditor.”] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and fees directly billed for other services rendered by PricewaterhouseCoopers LLP during those periods.

| Audit Fees | | | $ | [removed: 1,465,285] [added: 1,450,607] | | | | | $ | [removed: 1,309,196] [added: 1,465,285] | | | | | $ | [removed: 1,633,905] [added: 1,670,508] | | | | | $ | [removed: 1,492,709] [added: 1,633,905] | | | | | $ | [removed: 1,702,568] [added: 1,768,558] | | | | | $ | [removed: 1,682,664] [added: 1,702,568] | |

| Audit-Related Fees | | | [removed: 38,333] [added: 56,917] | | | | | | [removed: 65,222] [added: 38,333] | | | | | | — | | | | | | — | | | | | | [removed: 44,250] [added: 120,500] | | | | | | [removed: 70,294] [added: 44,250] | | |

| Audit Fees | | | $ | [removed: 1,459,950] [added: 1,374,594] | | | | | $ | [removed: 1,453,010] [added: 1,459,950] | | | | | $ | [removed: 1,191,662] [added: 1,231,434] | | | | | $ | [removed: 1,053,853] [added: 1,191,662] | | | | | $ | [removed: 770,975] [added: 745,452] | | | | | $ | [removed: 861,937] [added: 770,975] | |

| Audit-Related Fees | | | [removed: 15,833] [added: 49,160] | | | | | | [removed: 11,009] [added: 15,833] | | | | | | [removed: 15,833] [added: 14,250] | | | | | | [removed: 11,009] [added: 15,833] | | | | | | [removed: 44,250] [added: 63,000] | | | | | | [removed: 160,294] [added: 44,250] | | |

| Audit Fees | | | $ | [removed: 1,123,641] [added: 1,109,336] | | | | | $ | [removed: 1,012,800] [added: 1,123,641] | |

| Audit-Related Fees | | | [removed: 27,667] [added: 85,833] | | | | | | [removed: 26,821] [added: 27,667] | | |

| Total | | | $ | [removed: 1,151,308] [added: 1,195,169] | | | | | $ | [removed: 1,039,621] [added: 1,151,308] | |

| | | | 2024 | | | | | | 2023 | | | | | | 2024 | | | | | | 2023 | | | | | | 2024 | | | | | | 2023 | | |

| Total | | | $ | 1,507,524 | | | | | $ | 1,503,618 | | | | | $ | 1,670,508 | | | | | $ | 1,633,905 | | | | | $ | 1,889,058 | | | | | $ | 1,746,818 | |

| | | | 2024 | | | | | | 2023 | | | | | | 2024 | | | | | | 2023 | | | | | | 2024 | | | | | | 2023 | | |

| Total | | | $ | 1,423,754 | | | | | $ | 1,475,783 | | | | | $ | 1,245,684 | | | | | $ | 1,207,495 | | | | | $ | 808,452 | | | | | $ | 815,225 | |

| | | | 2024 | | | | | | 2023 | | |

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 2024 Annual Meeting of shareholders.

| | | | 2023 | | | | | | 2022 | | | | | | 2023 | | | | | | 2022 | | | | | | 2023 | | | | | | 2022 | | |

| Total | | | $ | 1,503,618 | | | | | $ | 1,374,418 | | | | | $ | 1,633,905 | | | | | $ | 1,492,709 | | | | | $ | 1,746,818 | | | | | $ | 1,752,958 | |

| Total | | | $ | 1,475,783 | | | | | $ | 1,464,019 | | | | | $ | 1,207,495 | | | | | $ | 1,064,862 | | | | | $ | 815,225 | | | | | $ | 1,022,231 | |

| | | | 2023 | | | | | | 2022 | | |

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: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022;] [added: 2023;] Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] 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: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] Consolidated Statements of Changes in Common Shareholder’s Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022;] [added: 2023;] Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] 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: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] Consolidated Statements of Changes in Member’s Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022;] [added: 2023;] Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] 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: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] Consolidated Statements of Changes in Common Shareholder’s Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022;] [added: 2023;] Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] 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: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] Statements of Changes in Common Shareholder’s Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022;] [added: 2023;] Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] Notes to Financial Statements of Registrants.

| Condensed Statements of Income and Comprehensive [removed: Income-] [added: Income -] Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | | | | [removed: S-[2](#i9128745c47bb40e6a241747d2683c713_598)] [added: S-[2](#i4e7e0abc90844747839639709f84286d_598)] | | |

| Condensed Balance Sheets - December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | | | | [removed: S-[3](#i9128745c47bb40e6a241747d2683c713_601)] [added: S-[3](#i4e7e0abc90844747839639709f84286d_601)] | | |

| Condensed Statements of Cash Flows - Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | | | | [removed: S-[5](#i9128745c47bb40e6a241747d2683c713_604)] [added: S-[5](#i4e7e0abc90844747839639709f84286d_604)] | | |

| Condensed Notes to Condensed Financial Information | | | | | | [removed: S-[6](#i9128745c47bb40e6a241747d2683c713_610)] [added: S-[6](#i4e7e0abc90844747839639709f84286d_607)] | | |

| Valuation and Qualifying Accounts and Reserves - Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | | | | [removed: S-[9](#i9128745c47bb40e6a241747d2683c713_625)] [added: S-[9](#i4e7e0abc90844747839639709f84286d_622)] | | |

| Condensed Statements of Income - Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | | | | [removed: S-[11](#i9128745c47bb40e6a241747d2683c713_631)] [added: S-[11](#i4e7e0abc90844747839639709f84286d_628)] | | |

| Condensed Balance Sheets - December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | | | | [removed: S-[12](#i9128745c47bb40e6a241747d2683c713_634)] [added: S-[12](#i4e7e0abc90844747839639709f84286d_631)] | | |

| Condensed Statements of Cash Flows - Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | | | | [removed: S-[14](#i9128745c47bb40e6a241747d2683c713_637)] [added: S-[14](#i4e7e0abc90844747839639709f84286d_634)] | | |

| Condensed Notes to Condensed Financial Information | | | | | | [removed: S-[15](#i9128745c47bb40e6a241747d2683c713_643)] [added: S-[15](#i4e7e0abc90844747839639709f84286d_637)] | | |

| 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](#i9128745c47bb40e6a241747d2683c713_655)] [added: E-[1](#i4e7e0abc90844747839639709f84286d_649)] | | |

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, 2024, 2023 and 2022; Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022; Consolidated Statements of Changes in Equity for the years ended December 31, 2024, 2023 and 2022; Consolidated Balance Sheets as of December 31, 2024 and 2023; Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022; Notes to Financial Statements of Registrants.

| | | | | | | [removed: (Charles E. Zebula,] [added: (Trevor I. Mihalik,] Executive Vice President | | |

Date: February [removed: 26, 2024][added: 13, 2025]

| | | | /s/ [removed: Benjamin G.S. Fowke, III] [added: William J. Fehrman] | | | | | | [removed: Interim] Chief Executive Officer and President | | | | | | February [removed: 26, 2024] [added: 13, 2025] | | |

| | | | /s/ [removed: Charles E. Zebula] [added: Trevor I. Mihalik] | | | | | | Executive Vice President and Chief Financial Officer | | | | | | February [removed: 26, 2024] [added: 13, 2025] | | |

| | | | /s/ Kate Sturgess | | | | | | Senior Vice President, Controller and Chief Accounting Officer | | | | | | February [removed: 26, 2024] [added: 13, 2025] | | |

| | | | | | | [removed: (Charles E. Zebula,] [added: (Trevor I. Mihalik,] Vice President and Chief Financial Officer) | | |

| | | | /s/ [removed: Benjamin G.S. Fowke, III] [added: William J. Fehrman] | | | | | | Chair of the Board, [removed: Interim] Chief Executive Officer and Director | | | | | | February [removed: 26, 2024] [added: 13, 2025] | | |

| | | | /s/ [removed: Charles E. Zebula] [added: Trevor I. Mihalik] | | | | | | Vice President, Chief Financial Officer and Director | | | | | | February [removed: 26, 2024] [added: 13, 2025] | | |

| | | | /s/ Kate Sturgess | | | | | | Controller and Chief Accounting Officer | | | | | | February [removed: 26, 2024] [added: 13, 2025] | | |

| | | | /s/ [removed: Benjamin G.S. Fowke, III] [added: William J. Fehrman] | | | | | | Chair of the Board, [removed: Interim] Chief Executive Officer and Manager | | | | | | February [removed: 26, 2024] [added: 13, 2025] | | |

| | | | /s/ [removed: Charles E. Zebula] [added: Trevor I. Mihalik] | | | | | | Vice President, Chief Financial Officer and Manager | | | | | | February [removed: 26, 2024] [added: 13, 2025] | | |

| Schedule I – Condensed Financial Information | | | [removed: S-[2](#i9128745c47bb40e6a241747d2683c713_598)] [added: S-[2](#i4e7e0abc90844747839639709f84286d_598)] | | |

| [Schedule I [removed: –](#i9128745c47bb40e6a241747d2683c713_238) [Condensed] [added: – Condensed] Notes to Condensed Financial [removed: Information](#i9128745c47bb40e6a241747d2683c713_238)] [added: Information](#i4e7e0abc90844747839639709f84286d_238)] | | | [removed: S-[6](#i9128745c47bb40e6a241747d2683c713_610)] [added: S-[6](#i4e7e0abc90844747839639709f84286d_607)] | | |

| [Schedule II – Valuation and Qualifying Accounts and [removed: Reserves](#i9128745c47bb40e6a241747d2683c713_253)] [added: Reserves](#i4e7e0abc90844747839639709f84286d_253)] | | | [removed: S-[9](#i9128745c47bb40e6a241747d2683c713_625)] [added: S-[9](#i4e7e0abc90844747839639709f84286d_622)] | | |

For the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Revenues | | | | | | $ | [removed: 5.1] [added: 5.5] | | | | | $ | 5.1 | | | | | $ | [removed: 6.7] [added: 5.1] | |

| TOTAL REVENUES | | | | | | [removed: 5.1] [added: 5.5] | | | | | | 5.1 | | | | | | [removed: 6.7] [added: 5.1] | | |

| Other Operation | | | | | | [removed: 16.7] [added: 66.0] | | | | | | [removed: 84.9] [added: 16.7] | | | | | | [removed: 42.7] [added: 84.9] | | |

| Loss on the Expected Sale of the Kentucky Operations | | | | | | — | | | | | | [removed: 363.3] [added: —] | | | | | | [removed: —] [added: 363.3] | | |

| Depreciation and Amortization | | | | | | [removed: 0.5] [added: 0.6] | | | | | | [removed: 0.4] [added: 0.5] | | | | | | 0.4 | | |

| Amortization of KPCo Basis Difference | | | | | | [removed: (16.5)] [added: (21.4)] | | | | | | [removed: —] [added: (16.5)] | | | | | | — | | |

| TOTAL EXPENSES | | | | | | [removed: 0.7] [added: 45.2] | | | | | | [removed: 448.6] [added: 0.7] | | | | | | [removed: 43.1] [added: 448.6] | | |

| OPERATING INCOME (LOSS) | | | | | | [removed: 4.4] [added: (39.7)] | | | | | | [removed: (443.5)] [added: 4.4] | | | | | | [removed: (36.4)] [added: (443.5)] | | |

| Interest Income | | | | | | [removed: 181.0] [added: 107.9] | | | | | | [removed: 80.3] [added: 181.0] | | | | | | [removed: 18.9] [added: 80.3] | | |

| Interest Expense | | | | | | [removed: (526.3)] [added: (531.8)] | | | | | | [removed: (275.5)] [added: (526.3)] | | | | | | [removed: (169.3)] [added: (275.5)] | | |

| LOSS BEFORE INCOME TAX BENEFIT AND EQUITY EARNINGS | | | | | | [removed: (340.9)] [added: (463.6)] | | | | | | [removed: (638.7)] [added: (340.9)] | | | | | | [removed: (186.8)] [added: (638.7)] | | |

| Income Tax Benefit | | | | | | [removed: (80.8)] [added: (150.5)] | | | | | | [removed: (136.3)] [added: (80.8)] | | | | | | [removed: (73.5)] [added: (136.3)] | | |

| Equity Earnings of Unconsolidated Subsidiaries | | | | | | [removed: 2,468.2] [added: 3,280.2] | | | | | | [removed: 2,809.6] [added: 2,468.2] | | | | | | [removed: 2,601.4] [added: 2,809.6] | | |

| NET INCOME | | | | | | [removed: 2,208.1] [added: 2,967.1] | | | | | | [removed: 2,307.2] [added: 2,208.1] | | | | | | [removed: 2,488.1] [added: 2,307.2] | | |

| Other Comprehensive Income (Loss) | | | | | | [removed: (139.2)] [added: 52.4] | | | | | | [removed: (101.1)] [added: (139.2)] | | | | | | [removed: 269.9] [added: (101.1)] | | |

| TOTAL COMPREHENSIVE INCOME | | | | | | $ | [removed: 2,068.9] [added: 3,019.5] | | | | | $ | [removed: 2,206.1] [added: 2,068.9] | | | | | $ | [removed: 2,758.0] [added: 2,206.1] | |

| WEIGHTED AVERAGE NUMBER OF BASIC AEP COMMON SHARES OUTSTANDING | | | | | | [removed: 518,903,682] [added: 530,092,672] | | | | | | [removed: 511,841,946] [added: 518,903,682] | | | | | | [removed: 500,522,177] [added: 511,841,946] | | |

| TOTAL BASIC EARNINGS PER SHARE ATTRIBUTABLE TO AEP COMMON SHAREHOLDERS | | | | | | $ | [removed: 4.26] [added: 5.60] | | | | | $ | [removed: 4.51] [added: 4.26] | | | | | $ | [removed: 4.97] [added: 4.51] | |

| WEIGHTED AVERAGE NUMBER OF DILUTED AEP COMMON SHARES OUTSTANDING | | | | | | [removed: 520,206,258] [added: 531,337,703] | | | | | | [removed: 513,484,609] [added: 520,206,258] | | | | | | [removed: 501,784,032] [added: 513,484,609] | | |

| TOTAL DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO AEP COMMON SHAREHOLDERS | | | | | | $ | [removed: 4.24] [added: 5.58] | | | | | $ | [removed: 4.49] [added: 4.24] | | | | | $ | [removed: 4.96] [added: 4.49] | |

| *See Condensed Notes to Condensed Financial Information beginning on page [removed: S-[6](#i9128745c47bb40e6a241747d2683c713_610).*] [added: S-[6](#i4e7e0abc90844747839639709f84286d_607).*] | | | | | | | | | | | | | | | | | | | | |

December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

| | | | | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and Cash Equivalents | | | | | | $ | [removed: 197.8] [added: 87.5] | | | | | $ | [removed: 254.2] [added: 197.8] | |

| | | | By: | | | /s/ Trevor I. Mihalik | | |

| | | | (William J. Fehrman) | | | | | | | | | | | | | | |

| | | | (Trevor I. Mihalik) | | | | | | | | | | | | | | |

| | | | /s/ William J. Fehrman | | | | | | | | | | | | | | |

| *By: | | | /s/ Trevor I. Mihalik | | | | | | | | | | | | February 13, 2025 | | |

| | | | (Trevor I. Mihalik, Attorney-in-Fact) | | | | | | | | | | | | | | |

| | | | By: | | | /s/ Trevor I. Mihalik | | |

Date: February 13, 2025

| | | | (William J. Fehrman) | | | | | | | | | | | | | | |

| | | | (Trevor I. Mihalik) | | | | | | | | | | | | | | |

| | | | *William J. Fehrman | | | | | | | | | | | | | | |

| | | | Trevor I. Mihalik | | | | | | | | | | | | | | |

| *By: | | | /s/ Trevor I. Mihalik | | | | | | | | | | | | February 13, 2025 | | |

| | | | (Trevor I. Mihalik, Attorney-in-Fact) | | | | | | | | | | | | | | |

| | | | By: | | | /s/ Trevor I. Mihalik | | |

| | | | | | | (Trevor I. Mihalik, Vice President | | |

Date: February 13, 2025

| | | | (William J. Fehrman) | | | | | | | | | | | | | | |

| | | | (Trevor I. Mihalik) | | | | | | | | | | | | | | |

| | | | /s/ Kate Sturgess | | | | | | Controller and Chief Accounting Officer | | | | | | February 13, 2025 | | |

| | | | *William J. Fehrman | | | | | | | | | | | | | | |

| | | | Trevor I. Mihalik | | | | | | | | | | | | | | |

| *By: | | | /s/ Trevor I. Mihalik | | | | | | | | | | | | February 13, 2025 | | |

| | | | (Trevor I. Mihalik, Attorney-in-Fact) | | | | | | | | | | | | | | |

| | | | By: | | | /s/ Trevor I. Mihalik | | |

| | | | | | | (Trevor I. Mihalik, Vice President and Chief Financial Officer) | | |

Date: February 13, 2025

| | | | /s/ William J. Fehrman | | | | | | Chair of the Board, Chief Executive Officer and Director | | | | | | February 13, 2025 | | |

| | | | (William J. Fehrman) | | | | | | | | | | | | | | |

| | | | /s/ Trevor I. Mihalik | | | | | | Vice President, Chief Financial Officer and Director | | | | | | February 13, 2025 | | |

| | | | (Trevor I. Mihalik) | | | | | | | | | | | | | | |

| | | | /s/ Kate Sturgess | | | | | | Controller and Chief Accounting Officer | | | | | | February 13, 2025 | | |

| | | | *William J. Fehrman | | | | | | | | | | | | | | |

| | | | Trevor I. Mihalik | | | | | | | | | | | | | | |

| *By: | | | /s/ Trevor I. Mihalik | | | | | | | | | | | | February 13, 2025 | | |

| | | | (Trevor I. Mihalik, Attorney-in-Fact) | | | | | | | | | | | | | | |

| | | | By: | | | /s/ Trevor I. Mihalik | | |

| | | | | | | (Trevor I. Mihalik, Vice President, | | |

Date: February 13, 2025

| | | | /s/ William J. Fehrman | | | | | | Chair of the Board, Chief Executive Officer and Director | | | | | | February 13, 2025 | | |

| | | | By: | | | /s/ Charles E. Zebula | | |

| | | | (Benjamin G.S. Fowke, III) | | | | | | | | | | | | | | |

| | | | (Charles E. Zebula) | | | | | | | | | | | | | | |

| | | | *J. Barnie Beasley, Jr. | | | | | | | | | | | | | | |

| | | | *Linda A. Goodspeed | | | | | | | | | | | | | | |

| *By: | | | /s/ Charles E. Zebula | | | | | | | | | | | | February 26, 2024 | | |

| | | | (Charles E. Zebula, Attorney-in-Fact) | | | | | | | | | | | | | | |

| | | | *Christian T. Beam | | | | | | | | | | | | | | |

| | | | *Therace M. Risch | | | | | | | | | | | | | | |

| | | | *Peggy I. Simmons | | | | | | | | | | | | | | |

| | | | Benjamin G.S. Fowke, III | | | | | | | | | | | | | | |

| | | | *Phillip R. Ulrich | | | | | | | | | | | | | | |

| | | | Charles E. Zebula | | | | | | | | | | | | | | |

| | | | | | | (Charles E. Zebula, Vice President | | |

| | | | *Antonio P. Smyth | | | | | | | | | | | | | | |

| | | | | | | (Charles E. Zebula, Vice President, | | |

| | | | *Nicholas M. Elkins | | | | | | | | | | | | | | |

| | | | *David S. Isaacson | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

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The impact of this change was immaterial to the Subsidiaries’ financial statements.

Termination of Planned Disposition of KPCo and KTCo

In October 2021, AEP entered into a Stock Purchase Agreement (SPA) to sell KPCo and KTCo to Liberty Utilities Co., a subsidiary of Algonquin Power & Utilities Corp. (Liberty), for approximately a $2.85 billion enterprise value.

The SPA was subsequently amended in September 2022 to reduce the purchase price to approximately $2.646 billion.

The sale required approval from the KPSC and from the FERC under Section 203 of the Federal Power Act.

The SPA contained certain termination rights if the closing of the sale did not occur by April 26, 2023.

In May 2022, the KPSC approved the sale of KPCo to Liberty subject to certain conditions contingent upon the closing of the sale.

In December 2022, the FERC issued an order denying, without prejudice, authorization of the proposed sale stating the applicants failed to demonstrate the proposed transaction will not have an adverse effect on rates.

In February 2023, a new filing for approval under Section 203 of the Federal Power Act was submitted.

In March 2023, the KPSC and other intervenors made filings recommending the FERC reject AEP and Liberty’s new Section 203 application seeking approval of the sale.

In April 2023, AEP, AEPTCo and Liberty entered into a Mutual Termination Agreement (Termination Agreement) terminating the SPA.

The parties entered into the Termination Agreement as all of the conditions precedent to closing the sale could not be satisfied prior to April 26, 2023.

Upon reverting to a held and used model, AEP Parent was required to present its investment in the Kentucky Operations at the lower of fair value or historical carrying value.

As a result, AEP Parent’s December 31, 2022 balance sheets reflect a $363 million pretax reduction in the basis of its investment in KPCo’s assets which is recorded in Investments in Unconsolidated Subsidiaries.

In 2023, the $363 million was reduced by $28 million to remove the impact of estimated costs to sell KPCo and KTCo which was included in the Loss on the Expected Sale of the Kentucky Operations in 2022.

The reduced investment in KPCo’s assets is being amortized over the 30-year average useful life of the KPCo assets.

| Principal Amount (a) | | | $ | 1,104.0 | | | | | $ | 1,264.1 | | | | | $ | — | | | | | $ | 1,717.6 | | | | | $ | 775.0 | | | | | $ | 3,389.9 | | | | | $ | 8,250.6 | |

| Term Loan | | | | | | — | | | | | | — | | % | | | | 125.0 | | | | | | 5.17 | | % |

| Term Loan | | | | | | — | | | | | | — | | % | | | | 150.0 | | | | | | 5.17 | | % |

| Term Loan | | | | | | — | | | | | | — | | % | | | | 100.0 | | | | | | 5.23 | | % |