AEP 10-K Annual Report Dec. 31, 2024 | Alphaminr
AMERICAN ELECTRIC POWER CO INC
ALPHAMINR

AEP 10-K Fiscal year ended Dec. 31, 2024

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Income Statement
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AMERICAN ELECTRIC POWER CO INC
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 1C. CybersecurityprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosureprintPart IIprintItem 5. Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. ReservedprintItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions and Director IndependenceprintItem 14. Principal Accounting Fees and ServicesprintPart IVprintItem 15. Exhibits and Financial Statement SchedulesprintItem 16. Form 10-k Summaryprint

Exhibits

3(a) Composite of the Restated Certificate of Incorporation of AEP, dated April 26, 2022. 2023 Form 10-K, Ex 3(a) 4(a)1 Company Order and Officers Certificate between AEP and The Bank of New York Mellon Trust Company, N.A. as Trustee dated December 8, 2023 establishing terms of the 5.20% Senior Notes, Series R due 2029. Form 8-K, Ex. 4(a)filed December 8, 2023 4(b) Junior Subordinated Indenture, dated March 1, 2008, between AEP and The Bank of New York Mellon Trust Company, N.A., as Trustee for the Junior Subordinated Debentures. Registration Statement No. 333-156387, Ex4(c)(d)Registration Statement No. 333-249918, Ex4(f)(g) 4(b)1 Supplemental Indenture No. 6 between AEP and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated June 20, 2024, establishing the terms of 7.050% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures, Series A, due 2054 and the 6.950% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures, Series B, due 2054. Form 8-K Ex 4(a)filedJune20, 2024 4(c) $4,000,000,000 Credit Agreement dated March 31, 2021 among AEP, Initial Lenders and Wells Fargo Bank National Association as Administrative Agent. Form 10-Q Ex 4.2,March 31, 2021 4(c)1 April 7, 2022 Amendment and extension to $4,000,000,000 Credit Agreement dated March 31, 2021 among AEP, Initial Lenders and Wells Fargo Bank National Association as Administrative Agent. Form 10-Q Ex 4(a),March 31, 2022 4(c)2 March 28, 2024 Amendment and extension to $5,000,000,000 of the $4,000,000 Credit Agreement dated March 31, 2021 among AEP, Initial Lenders and Wells Fargo Bank National Association as Administrative Agent. Form 10-Q Ex 4(d),March 31, 2024 4(d) $1,000,000,000 Credit Agreement dated March 31, 2021 among AEP, Initial Lenders and Wells Fargo Bank National Association as Administrative Agent. Form 10-Q Ex 4.3,March 31, 2021 4(d)1 April 7, 2022 Amendment and extension to $1,000,000,000 Credit Agreement dated March 31, 2021 among AEP, Initial Lenders and Wells Fargo Bank National Association as Administrative Agent. Form 10-Q Ex 4(b),March 31, 2022 4(d)2 March 31, 2023 Amendment and extension to $1,000,000,000 Credit Agreement dated March 31, 2021 among AEP, Initial Lenders and Wells Fargo Bank National Association as Administrative Agent. Form 10-Q Ex 4(b),March 31, 2023 4(d)3 March 28, 2024 Amendment and extension to $1,000,000,000 Credit Agreement dated March 31, 2021 among AEP, Initial Lenders and Wells Fargo Bank National Association as Administrative Agent. Form 10-Q Ex 4(c),March 31, 2024 4(e) Distribution Agreement, dated November 16, 2023, among AEP and Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., Scotia Capital (USA) Inc., Barclays Bank PLC, Bank of America, N.A. Wells Fargo Securities, LLC, Citibank, N.A., Mizuho Markets Americas LLC, MUFG Securities EMEA plc, The Bank of Nova Scotia and Wells Fargo Bank National Association. Form 8-K, Ex 1.1,filedNovember17, 2023 4(f) Description of Securities. 2020 Form 10-K, Ex 4(c) 10(a) Consent Decree with U.S. District Court dated October 9, 2007, as modified July 17, 2019. Form 8-K, Ex. 10filed October 9, 2007Form 10-Q, Ex 10, June 30, 2013Form 10-Q, Ex 10, June 30, 2019 10(b) AEP Retainer Deferral Plan for Non-Employee Directors, as Amended and Restated effective October 1, 2020. Form 10-Q, Ex 10.2, September 30, 2020 10(c) AEP Stock Unit Accumulation Plan for Non-Employee Directors as amended October 1, 2020. Form 10-Q, Ex 10.3, September 30, 2020 10(c)1 AEP Stock Unit Accumulation Plan for Non-Employee Directors as amended June 1, 2022. 2021 Form 10-K, Ex 10(d)1 10(d) AEP System Excess Benefit Plan, Amended and Restated as of January 1, 2020. 2019 Form 10-K, Ex 10(e) 10(e) AEP System Supplemental Retirement Savings Plan, Amended and Restated as of October 6, 2021 (Non-Qualified). 2022 Form 10-K, Ex 10(e) 10(f)1A First Amendment to AEPSC Umbrella Trust for Executives. 2008 Form 10-K, Ex10(l)(3)(A) 10(f)2A Second Amendment to AEPSC Umbrella Trust for Executives. 2018 Form 10-K, Ex 10(g)(2)(A) 10(g) AEP System Incentive Compensation Deferral Plan Amended and Restated as of June 1, 2019. Form 10-Q, Ex 10(1), September 30, 2019 10(h) AEP Change In Control Agreement, as Revised Effective January 1, 2017. Form 10-Q, Ex 10(c), September 30, 2016 10(i) AEP System Long-Term Incentive Plan effective as of April 23, 2024 Form 10-Q Ex 10(c),March 31, 2024 10(i)1A Performance Share Award Agreement furnished to participants of the AEP System Long-Term Incentive Plan, as amended. Form 10-Q, Ex 10(a), March 30, 2018 10(i)2A Restricted Stock Unit Agreement furnished to participants of the AEP System Long-Term Incentive Plan as Amended and Restated effective January 1, 2022. 2022 Form 10-K, Ex 10(i)2A 10(j) AEP System Stock Ownership Requirement Plan Amended and Restated effective October 1, 2020. Form 10-Q, Ex 10.1, September 30, 2020 10(k) Central and South West System Special Executive Retirement Plan Amended and Restated effective January 1, 2020. 2019 Form 10-K, Ex 10(l) 10(l) AEP Executive Severance Plan Amended effective January 4, 2021. 2020 Form 10-K, Ex 10(n) 10(l)(1) AEP Executive Severance Plan Amended and Restated effective February 20, 2023. 2022 Form 10-K, Ex 10(l)(1) 10(l)(2) AEP Executive Severance Plan Amended and Restated effective July 15, 2024. Form 10-Q Ex 10(a),June 30, 2024 10(m) Severance, Release of All Claims, and Non-competition Agreement between American Electric Power Company, Inc. and Julia A. Sloat. Form 10-Q Ex 10(a),March 31, 2024 *10(n) Severance, Release of All Claims, and Non-competition Agreement between American Electric Power Company, Inc. and Peggy I. Simmons. 10(o) AEP Aircraft Timesharing Agreement dated July 16, 2024 between American Electric Power Service Corporation and William J. Fehrman Form 10-Q Ex 10(a),September 30, 2024 10(p) Director Appointment and Nomination Agreement. 2023 Form 10-K, Ex 10(p) *19.1 AEP Insider Trading Policy. *21 List of subsidiaries of AEP. *23 Consent of PricewaterhouseCoopers LLP. *24 Power of Attorney. *31(a) Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31(b) Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *32(a) Certification of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. *32(b) Certification of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. 97 AEP Policy on Recouping Incentive Compensation 2023 Form-10-K, Ex 97 3(a) Composite of the Restated Certificate of Incorporation, as amended. Registration Statement No. 333-221643, Ex 3(a) 3(b) Bylaws. Registration Statement No. 333-221643, Ex 3(b) 4(a) Indenture, dated as of September 1, 2017, between AEP Texas and The Bank of New York Mellon Trust Company, N.A., as Trustee. Registration Statement No. 333-221643,Ex 4(a)-1,4(a)-2Registration Statement No. 333-228657,Ex 4(a)-4,4(a)-5Registration Statement No. 333-230613,Ex 4(a)(b)Registration Statement No. 333-253585,Ex 4(b)(c)(d)Registration Statement No. 333-279418Ex 4(b)(c)(d) 4(b) Company Order and Officers Certificate between AEP Texas and The Bank of New York Mellon Trust Company, N.A. as Trustee dated May 22, 2024 establishing terms of the 5.45% Senior Notes, Series N due 2029 and 5.70% Senior Notes Series O due 2034. Form 8-K, Ex 4(a)filed May 22, 2024 *23 Consent of PricewaterhouseCoopers LLP. *24 Power of Attorney. *31(a) Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31(b) Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *32(a) Certification of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. *32(b) Certification of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. 3(a) Limited Liability Company Agreement of AEP Transmission Company, LLC dated as of January 27, 2006. Registration Statement No. 333-217143, Ex 3(a) 3(b) First Amendment to Limited Liability Company Agreement of AEPTCo dated as of May 21, 2013. Registration Statement No. 333-217143, Ex 3(b) 4(a) Indenture, dated as of November 1, 2016, between AEPTCo and The Bank of New York Mellon Trust Company, N.A., as Trustee. Registration Statement No. 333-217143,Ex 4(a)-1,4(a)-2Registration Statement No. 333-225325, Ex 4(b)(c)(d)Registration Statement No. 333-255605, Ex 4(b)(c)(d)(e)Registration Statement No. 333-277662 Ex 4(b)(c)(d) 4(b) Company Order and Officers Certificate between AEPTCo and The Bank of New York Mellon Trust Company, N.A. as Trustee dated March 13, 2024 establishing terms of the 5.15% Senior Notes, Series Q due 2034 Form 8-K Ex 4(a)filed March 13, 2024 4(c) Note Purchase Agreement, dated as of October 18, 2012 between AEPTCo and the Initial Purchasers. Registration Statement No. 333-217143, Ex 4(c)-1 4(c)1 Supplement to Note Purchase Agreement, dated as of November 7, 2013 between AEPTCo and the Initial Purchasers. Registration Statement No. 333-217143, Ex 4(c)-2 4(c)2 Supplement to Note Purchase Agreement, dated as of November 14, 2014 between AEP Transmission Company, LLC and the Initial Purchasers. Registration Statement No. 333-217143, Ex 4(c)-3 10 (a) Stock Purchase Agreement dated as of October 26, 2021 among AEP, AEPTCo and Liberty Utilities Co. Form 10-Q, Ex 10,September 30, 2021 10(a)1 First Amendment to Stock Purchase Agreement dated September 29, 2022 among AEP, AEPTCo and Liberty Utilities Co. Form 10-Q, Ex 10,September 30, 2022 10(a)2 Second Amendment to Stock Purchase Agreement dated January 16, 2023 among AEP, AEPTCo and Liberty Utilities Co. 2023 Form 10-K, Ex 10(2)A 10(a)3 Mutual Termination Agreement dated and effective April 17, 2023 among AEP, AEPTCo and Liberty Utilities Co. terminating the Stock Purchase Agreement dated October 26, 2021 the First Amendment to the Stock Purchase Agreement, dated as of September 29, 2022, and the Second Amendment to the Stock Purchase Agreement, dated as of January 16, 2023. Form 10-Q, Ex 10,June 30, 2023 *10(b) Contribution Agreement by and among AEPTCo, Midwest Transmission Company, LLC and Olympus BidCo L.P. dated as of January 9, 2025. *23 Consent of PricewaterhouseCoopers LLP. *24 Power of Attorney. *31(a) Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31(b) Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *32(a) Certification of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. *32(b) Certification of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. 3(b) Composite By-Laws of APCo, amended as of February 26, 2008. 2007 Form 10-K, Ex 3(b) 4(b) Company Order and Officers Certificate between APCo and The Bank of New York Mellon Trust Company, N.A. as Trustee dated March 20, 2024 establishing terms of the 5.65% Senior Notes, Series CC due 2034. Form 8-K Ex 4(a)filed March 20, 2024 10(a) Inter-Company Power Agreement, dated as of July 10, 1953, among OVEC and the Sponsoring Companies, as amended September 10, 2010. 2013 Form 10-K, Ex 10(a) 10(b) Consent Decree with U.S. District Court dated October 9, 2007, as modified July 17, 2019. Form 8-K, Ex. 10filed October 9, 2007Form 10-Q, Ex 10, June 30, 2013Form 10-Q, Ex 10, June 30, 2019 *23 Consent of PricewaterhouseCoopers LLP. *24 Power of Attorney. *31(a) Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31(b) Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *32(a) Certification of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. *32(b) Certification of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. 3(b) Composite By-Laws of I&M, amended as of February 26, 2008. 2007 Form 10-K, Ex 3(b) 4(a) Company Order and Officers Certificate between I&M and The Bank of New York Mellon Trust Company, N.A. as Trustee dated March 23, 2023 establishing terms of the 5.625% Senior Notes, Series P, due 2053. Form 8-K, Ex 4(a)filed March 23, 2023. 10(a) Inter-Company Power Agreement, dated as of July 10, 1953, among OVEC and the Sponsoring Companies, as amended September 10, 2010. 2013 Form 10-K, Ex 10(a) 10(c) Consent Decree with U.S. District Court dated October 9, 2007, as modified July 17, 2019. Form 8-K, Ex. 10filed October 9, 2007Form 10-Q, Ex 10, June 30, 2013Form 10-Q, Ex 10, June 30, 2019 *23 Consent of PricewaterhouseCoopers LLP. *24 Power of Attorney. *31(a) Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31(b) Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *32(a) Certification of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. *32(b) Certification of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. 3(b) Amended Code of Regulations of OPCo. Form 10-Q, Ex 3(b), June 30, 2008 4(a)1 Resignation of Deutsche Bank Trust Company Americas, as Trustee and appointment of The Bank of New York Mellon Trust Company, N.A. as Trustee of Indenture with OPCo dated as of September 1, 1997. Form 8-K, Item 8.01filed October 8, 2018 4(a)2 Company Order and Officers Certificate between OPCo and The Bank of New York Mellon Trust Company, N.A. as Trustee dated September 9, 2021 establishing terms of the 2.90% Senior Notes, Series R, due 2051. Form 8-K, Ex 4(a)filedSeptember 13, 2021 4(a)3 Company Order and Officers Certificate between OPCo and The Bank of New York Mellon Trust Company, N.A. as Trustee dated May 6, 2024 establishing terms of the 5.65% Senior Notes, Series T due 2034. Form 8-K, Ex 4(a)filed May6, 2024 4(b) Indenture (for unsecured debt securities), dated as of February 1, 2003, between OPCo and Bank One, N.A., as Trustee. Registration Statement No. 333-127913, Ex 4(d)(e)(f) 4(d) Indenture (for unsecured debt securities), dated as of February 1, 2003, between CSPCo (predecessor in interest to OPCo) and Bank One, N.A., as Trustee. Registration Statement No. 333-128174, Ex 4(e)(f)(g)Registration Statement No. 333-150603, Ex 4(b) 4(e) First Supplemental Indenture, dated as of December 31, 2011, by and between OPCo and The Bank of New York Mellon Trust Company, N.A., as trustee, supplementing the Indenture dated as of September 1, 1997 between CSPCo (predecessor in interest to OPCo) and the trustee. Form 8-K, Ex 4.1filed January 6, 2012 4(f) Third Supplemental Indenture, dated as of December 31, 2011, by and between OPCo and The Bank of New York Mellon Trust Company, N.A., as trustee, supplementing the Indenture dated as of February 14, 2003 between CSPCo (predecessor in interest to OPCo) and the trustee. Form 8-K, Ex 4.2filed January 6, 2012 10(a) Inter-Company Power Agreement, dated July 10, 1953, among OVEC and the Sponsoring Companies, as amended September 10, 2010. 2013 Form 10-K, Ex 10(a) 10(b) Consent Decree with U.S. District Court dated October 9, 2007, as modified July 17, 2019. Form 8-K, Ex. 10filed October 9, 2007Form 10-Q, Ex 10, June 30, 2013Form 10-Q, Ex 10, June 30, 2019 *23 Consent of PricewaterhouseCoopers LLP. *24 Power of Attorney. *31(a) Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31(b) Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *32(a) Certification of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. *32(b) Certification of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. 3(a) Certificate of Amendment to Restated Certificate of Incorporation of PSO. Form 10-Q, Ex 3(a), June 30, 2008 3(b) Composite By-Laws of PSO amended as of February 26, 2008. 2007 Form 10-K, Ex 3(b) 4(b) Twelfth Supplemental Indenture dated as of December 1, 2024 between PSO and The Bank of New York Mellon Trust Company, N.A. as Trustee establishing terms of the 5.20% Senior Notes, Series M, due 2035. Form 8-K. Ex 4(a)filed December5, 2024 4(c) Credit Agreement dated as of January 19, 2021 among PSO as Borrower, Initial Lenders and Sumitomo Mitsui Banking Corporation as Administrative Agent. 2020 Form 10-K, Ex 4(d) 4(c)A April 19, 2022 Amendment and extension to $500,000,000 Credit Agreement dated January 19, 2021 among PSO, Initial Lenders and Sumitomo Mitsui Banking Corporation as Administrative Agent. Form 10-Q Ex 4(c),March 31, 2022 *23 Consent of PricewaterhouseCoopers LLP. *24 Power of Attorney. *31(a) Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31(b) Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *32(a) Certification of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. *32(b) Certification of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. 3(a) Composite of Amended Restated Certificate of Incorporation of SWEPCo. 2008 Form 10-K, Ex 3(a) 3(a)(A) Amendment to Amended Restated Certificate of Incorporation. Form 8-K Ex 3.1filed September 1, 2020 3(b) Composite By-Laws of SWEPCo amended as of February 26, 2008. 2007 Form 10-K, Ex 3(b) *23 Consent of PricewaterhouseCoopers LLP. *24 Power of Attorney. *31(a) Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31(b) Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *32(a) Certification of Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. *32(b) Certification of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.