filings.toolsAmerican Electric Power 10-Q 2025-03-31
Filed 2025-05-06. 8 sections, 833K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended March 31, 2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For The Transition Period from ____ to ____
| Commission | Registrants; | I.R.S. Employer | ||||||||||||||||||||||||||||||
| File Number | Address and Telephone Number | States of Incorporation | Identification Nos. | |||||||||||||||||||||||||||||
| 1-3525 | AMERICAN ELECTRIC POWER CO INC. | New York | 13-4922640 | |||||||||||||||||||||||||||||
| 333-221643 | AEP TEXAS INC. | Delaware | 51-0007707 | |||||||||||||||||||||||||||||
| 333-217143 | AEP TRANSMISSION COMPANY, LLC | Delaware | 46-1125168 | |||||||||||||||||||||||||||||
| 1-3457 | APPALACHIAN POWER COMPANY | Virginia | 54-0124790 | |||||||||||||||||||||||||||||
| 1-3570 | INDIANA MICHIGAN POWER COMPANY | Indiana | 35-0410455 | |||||||||||||||||||||||||||||
| 1-6543 | OHIO POWER COMPANY | Ohio | 31-4271000 | |||||||||||||||||||||||||||||
| 0-343 | PUBLIC SERVICE COMPANY OF OKLAHOMA | Oklahoma | 73-0410895 | |||||||||||||||||||||||||||||
| 1-3146 | SOUTHWESTERN ELECTRIC POWER COMPANY | Delaware | 72-0323455 | |||||||||||||||||||||||||||||
| 1 Riverside Plaza, | Columbus, | Ohio | 43215-2373 | |||||||||||||||||||||||||||||
| Telephone | (614) | 716-1000 |
Securities registered pursuant to Section 12(b) of the Act:
| Registrant | Title of each class | Trading Symbol | Name of Each Exchange on Which Registered | |||||||||||||||||
| American Electric Power Company Inc. | Common Stock, $6.50 par value | AEP | The NASDAQ Stock Market LLC | |||||||||||||||||
| Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. | |||||||||||||||||
| Yes | x | No | ☐ |
| Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit such files). | |||||||||||||||||
| Yes | x | No | ☐ |
| Indicate by check mark whether American Electric Power Company, Inc. is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | |||||||||||||||||||||||
| Large Accelerated filer | x | Accelerated filer | ☐ | Non-accelerated filer | ☐ | ||||||||||||||||||
| Smaller reporting company | ☐ | Emerging growth company | ☐ |
| Indicate by check mark whether AEP Texas Inc., AEP Transmission Company, LLC, Appalachian Power Company, Indiana Michigan Power Company, Ohio Power Company, Public Service Company of Oklahoma and Southwestern Electric Power Company are large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies, or emerging growth companies. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | |||||||||||||||||||||||
| Large Accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | x | ||||||||||||||||||
| Smaller reporting company | ☐ | Emerging growth company | ☐ |
| If an emerging growth company, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | |||||||||||||||||
| ☐ |
| Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act). | Yes | ☐ | No | x |
AEP Texas Inc., AEP Transmission Company, LLC, Appalachian Power Company, Indiana Michigan Power Company, Ohio Power Company, Public Service Company of Oklahoma and Southwestern Electric Power Company meet the conditions set forth in General Instruction H(1)(a) and (b) of Form
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Item 1. Legal Proceedings
For a discussion of material legal proceedings, see “Commitments, Guarantees and Contingencies,” of Note 5 incorporated herein by reference.
Item 1A. Risk Factors
The 2024 Annual Report includes a detailed discussion of risk factors. As of March 31, 2025, the risk factors appearing in the 2024 Annual Report are supplemental and updated as follows:
Changes in U.S. or foreign trade policies, including the imposition of tariffs and other protectionist trade measures, and other factors beyond our control may adversely impact our future net income and cash flows and financial condition.
The U.S. administration has taken executive action and proposed additional measures intended to alter the U.S. approach to international trade policy, the terms of certain existing bilateral or multi‐lateral trade agreements and trading arrangements with foreign countries. Such changes to U.S. international trade policy, and any retaliatory trade measures that foreign governments may take in response, including the imposition of tariffs, sanctions, export or import controls, or other measures that restrict international trade, or the threat of such actions, could result in additional increases in the cost of certain goods, services and cost of capital and further extend lead times. In addition, related geopolitical and domestic political developments, such as existing and potential trade wars, uncertainty regarding changes in trade policy, and other events beyond our control, have increased and may continue to increase levels of political and economic unpredictability globally and the volatility of global financial markets. As a result, prevailing economic conditions may reduce future net income and cash flows and negatively impact financial condition.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
On February 28, 2025, David M. Feinberg, the Executive Vice President and General Counsel of the Company, entered into a Rule 10b5-1 trading agreement (“Rule 10b5-1 Trading Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) of the Securities Exchange Act of 1934. Mr. Feinberg’s Rule 10b5-1 Trading Plan provides for an aggregate sale of up to 8,057 shares of common stock on June 3, 2025, 8,058 shares of common stock on June 10, 2025, and 8,058 shares of common stock on June 17, 2025. Mr. Feinberg’s Rule 10b5-1 Trading Plan will be effective until June 17, 2025.
On February 18, 2025, Q. Shane Lies, the Executive Vice President – Projects and Services of the Company, entered into a Rule 10b5-1 Trading Plan intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) of the Securities Exchange Act of 1934. Mr. Lies’ Rule 10b5-1 Trading Plan provides for an aggregate sale of up to 1,358 shares of common stock between May 19, 2025 and December 31, 2025, 12,223 shares of common stock on May 19, 2025, and 1,803 shares of common stock on October 1, 2025. Mr. Lies’ Rule 10b5-1 Trading Plan will be effective until December 31, 2025.
During the three months ended March 31, 2025, none of the Company’s directors or other 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).
Item 6. Exhibits
The documents designated with an (*) below have previously been filed on behalf of the Registrants shown and are incorporated herein by reference to the documents indicated and made a part hereof:
| Exhibit | Description | Previously Filed as Exhibit to: | ||||||||||||
| AEP‡ File No. 1-3525 | ||||||||||||||
| *10.1 | Confirmation of Forward Sale Transaction, dated March 24, 2025, between the Company and Citibank, N.A. in capacity as a Forward Purchaser | Form 8-K dated March 26, 2025 Exhibit 10.1 | ||||||||||||
| *10.2 | Confirmation of Forward Sale Transaction, dated March 24, 2025, between the Company and Barclays Bank PLC in capacity as a Forward Purchaser | Form 8-K dated March 26, 2025 Exhibit 10.2 | ||||||||||||
| *10.3 | Confirmation of Forward Sale Transaction, dated March 25, 2025, between the Company and Citibank, N.A. in capacity as a Forward Purchaser | Form 8-K dated March 26, 2025 Exhibit 10.3 | ||||||||||||
| *10.4 | Confirmation of Forward Sale Transaction, dated March 25, 2025, between the Company and Barclays Bank PLC in capacity as a Forward Purchaser | Form 8-K dated March 26, 2025 Exhibit 10.4 |
The exhibits designated with an (X) in the table below are being filed on behalf of the Registrants.
| Exhibit | Description | AEP | AEP Texas | AEPTCo | APCo | I&M | OPCo | PSO | SWEPCo | |||||||||||||||||||||||||||||||||||||||||||||||
| 10(a) | AEP Amended and Restated Aircraft Time Sharing Agreement dated May 5, 2025 between AEPSC and William J. Fehrman | X | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 31(a) | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||
| 31(b) | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||
| 32(a) | Certification of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code | X | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||
| 32(b) | Certification of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code | X | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
AMERICAN ELECTRIC POWER COMPANY, INC.
By: /s/ Kate Sturgess
Kate Sturgess
Senior Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer and Authorized Signatory)
AEP TEXAS INC.
AEP TRANSMISSION COMPANY, LLC
APPALACHIAN POWER COMPANY
INDIANA MICHIGAN POWER COMPANY
OHIO POWER COMPANY
PUBLIC SERVICE COMPANY OF OKLAHOMA
SOUTHWESTERN ELECTRIC POWER COMPANY
By: /s/ Kate Sturgess
Kate Sturgess
Controller and Chief Accounting Officer
(Principal Accounting Officer and Authorized Signatory)
Date: May 6, 2025