AEP 10-K Annual Report Dec. 31, 2022 | Alphaminr
AMERICAN ELECTRIC POWER CO INC
ALPHAMINR

AEP 10-K Fiscal year ended Dec. 31, 2022

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AMERICAN ELECTRIC POWER CO INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosurePart IIItem 5. Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

*3(a) Composite of the Restated Certificate of Incorporation of AEP, dated April 26, 2022. 3(b) Composite By-Laws of AEP amended as of December 6, 2022. Form 8-K, Exhibit 3(b) dated December 8, 2022 4(a)1 Company Order and Officers Certificate to The Bank of New York Mellon Trust Company, N.A. dated November 20, 2020 establishing terms of 0.75% Senior Notes Series M due 2023, 1.00% Senior Notes, Series N due 2025 and Floating Rate Notes, Series A due 2023. Form 8-K, Ex 4(a) dated November 18, 2020 4(a)2 Company Order and Officers Certificate between America Electric Power Company, Inc. and The Bank of New York Mellon Trust Company, N.A. as Trustee dated August 3, 2021 establishing terms of the 1.80% Senior Notes, Series 2021A due 2028. Form 10-Q, Ex. 4, September 30, 2021 4(a)3 Company Order and Officers Certificate between America Electric Power Company, Inc. and The Bank of New York Mellon Trust Company, N.A. as Trustee dated November 2, 3, 2022 establishing terms of the 5.75% Senior Notes, Series O due 2027 and the 5.95% Senior Notes, Series P due 2032. Form 8-K, Ex 4(a) dated November 2, 2022 4(b) Junior Subordinated Indenture, dated March 1, 2008, between the Company 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. 2 dated August 14, 2020 between American Electric Power Company, Inc. and The Bank of New York Mellon Trust Company, N.A. as Trustee establishing terms of 1.30% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures due 2025. Form 10-Q Ex 4.3, dated September 30, 2020 4(b)2 Supplemental Indenture No. 3 dated November 15, 2021 between American Electric Power Company, Inc. and The Bank of New York Mellon Trust Company, N.A. as Trustee establishing terms of 3.875% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures due 2062. Form 8-K, Ex 4(a) dated November 16, 2021 4(b)3 Supplemental Indenture No. 4 dated January 6, 2022 between American Electric Power Company, Inc. and The Bank of New York Mellon Trust Company, N.A. as Trustee establishing terms of 2.031% Junior Subordinated Debentures due 2024. Form 8-K, Ex 4(a) dated January 6, 2022 4(c) Purchase Contract and Pledge Agreement, dated as of March 19, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A., as purchase contract agent, collateral agent, custodial agent and securities intermediary. Registration Statement No. 333-249918, Ex 4(h) 4(c)1 Purchase Contract and Pledge Agreement dated as of August 14, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as purchase contract agent, collateral agent, custodial agent and securities intermediary. Registration Statement No. 333-249918, Ex 4(i) 4(d) First Amendment to Fourth Amended and Restated Credit Agreement dated June 30, 2016 among AEP, the banks, financial institutions and other institutional lenders listed on the signature pages thereof and Wells Fargo Bank, N.A., as Administrative Agent. Form 10-Q, Ex 4, September 30, 2018 4(d)1 Credit Agreement among AEP, initial lenders and PNC Bank, National Association as Administrative Agent. Form 10-Q, Ex 4.3, March 31, 2020 4(d)2 $500,000,000 Credit Agreement dated March 10, 2021 among the Company, Initial Lenders and U.S. Bank National Association as Administrative Agent. Form 10-Q Ex 4.1 dated March 31, 2021 4(d)3 $4,000,000,000 Credit Agreement dated March 31, 2021 among the Company, Initial Lenders and Wells Fargo Bank National Association as Administrative Agent. Form 10-Q Ex 4.2 dated March 31, 2021 4(d)3A April 7, 2022 Amendment and extension to $4,000,000,000 Credit Agreement dated March 31, 2021 among the Company, Initial Lenders and Wells Fargo Bank National Association as Administrative Agent. Form 10-Q Ex 4(a) dated March 31, 2022 4(d)4 $1,000,000,000 Credit Agreement dated March 31, 2021 among the Company, Initial Lenders and Wells Fargo Bank National Association as Administrative Agent. Form 10-Q Ex 4.3 dated March 31, 2021 4(d)4A April 7, 2022 Amendment and extension to $1,000,000,000 Credit Agreement dated March 31, 2021 among the Company, Initial Lenders and Wells Fargo Bank National Association as Administrative Agent. Form 10-Q Ex 4(b) dated March 31, 2022 4(e) Distribution Agreement, dated November 6, 2020, between American Electric Power Company, Inc. and Credit Suisse Securities (USA) LLC, Barclays Capital Inc., BofA Securities, Inc., BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc., Scotia Capital (USA) Inc., Credit Suisse Capital LLC, Barclays Bank PLC, Bank of America, N.A. and Citibank, N.A. Form 8-K, Ex 1.1, November 6, 2020 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. 10 dated 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). 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) Amended and Restated AEP System Long-Term Incentive Plan as of September 21, 2016. Form 10-Q, Ex 10(a), September 30, 2016 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. 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. *10(m) Severance, Release of All Claims, and Non-competition Agreement between American Electric Power Company, Inc. and Lisa M. Barton. 10(n) AEP Aircraft Timesharing Agreement dated October 1, 2019 between American Electric Power Service Corporation and Nicholas K. Akins. Form 10-Q, Ex 10(2), September 30, 2019 10(o) Stock Purchase Agreement dated as of October 26, 2021 among AEP, AEPTCo and Liberty Utilities Co. Form 10-Q, Ex 10, dated September 30, 2021 10(o)1A First Amendment to Stock Purchase Agreement dated September 29, 2022 among AEP, AEPTCo and Liberty Utilities Co. Form 10-Q, Ex 10, dated September 30, 2022 *10(o)2A Second Amendment to Stock Purchase Agreement dated January 16, 2023 among AEP, AEPTCo and Liberty Utilities Co. *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. 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 Inc. 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) 4(b) Company Order and Officers Certificate between AEP Texas Inc. and The Bank of New York Mellon Trust Company, N.A. as Trustee dated May 6, 2021 establishing terms of the 3.45% Senior Notes, Series J, due 2051. Form 8-K, Ex 4(a) dated May 6, 2021 4(e) Company Order and Officers Certificate between AEP Texas Inc. and The Bank of New York Mellon Trust Company, N.A. as Trustee dated May 18, 2022 establishing terms of the 4.70% Senior Notes, Series K, due 2032 and the 5.25% Senior Notes, Series L, due 2052. Form 10-Q, Ex 4 dated June 30, 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) 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 dated as of May 21, 2013. Registration Statement No. 333-217143, Ex 3(b) 4(a) Indenture, dated as of November 1, 2016, between AEP Transmission Company, LLC 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) 4(b) Company Order and Officers Certificate between AEP Transmission Company, LLCand The Bank of New York Mellon Trust Company, N.A. as Trustee dated August 4, 2021 establishing terms of the 2.75% Senior Notes, Series N, due 2051. Form 8-K, Ex 4(a) dated August4, 2021 4(c) Company Order and Officers Certificate between AEP Transmission Company, LLC and The Bank of New York Mellon Trust Company, N.A. as Trustee dated June 9, 2022 establishing terms of the 4.50% Senior Notes, Series O, due 2052. Form 10-Q, Ex 4 dated June 30, 2022 4(d) Note Purchase Agreement, dated as of October 18, 2012 between AEP Transmission Company, LLC and the Initial Purchasers. Registration Statement No. 333-217143, Ex 4(c)-1 4(e)1 Supplement to Note Purchase Agreement, dated as of November 7, 2013 between AEP Transmission Company, LLC and the Initial Purchasers. Registration Statement No. 333-217143, Ex 4(c)-2 4(e)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 Stock Purchase Agreement dated as of October 26, 2021 among AEP, AEPTCo and Liberty Utilities Co. Form 10-Q, Ex 10, dated September 30, 2021 10(1)A First Amendment to Stock Purchase Agreement dated September 29, 2022 among AEP, AEPTCo and Liberty Utilities Co. Form 10-Q, Ex 10, dated September 30, 2022 *10(2)A Second Amendment to Stock Purchase Agreement dated January 16, 2023 among AEP, AEPTCo and Liberty Utilities Co. *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) 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. 10 dated 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) 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. 10 dated 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 8.01 dated October 8, 2018 4(a)2 Company Order and Officers Certificate between Ohio Power Company 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) dated September 13, 2021 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 4.1 dated 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 4.2 dated 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. 10 dated 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) Tenth Supplemental Indenture between Public Service Company of Oklahoma and The Bank of New York Mellon Trust Company, N.A. as Trustee dated August 1, 2021 establishing terms of the 2.20% Senior Notes, Series J, due 2031 and the 3.15% Senior Notes Series K, due 2051. Form 8-K, Ex 4(a) dated August 12, 2021 4(c) Eleventh Supplemental Indenture dated as of January 1, 2023 between Public Service Company of Oklahoma. and The Bank of New York Mellon Trust Company, N.A.as Trustee establishing terms of 5.25% Senior Notes Series L due 2033. Form 8-K, Ex 4(a) dated January 5, 2023 4(d) 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(d)A April 19, 2022 Amendment and extension to $500,000,000 Credit Agreement dated January 19, 2021 among the Company, Initial Lenders and Sumitomo Mitsui Banking Corporation as Administrative Agent. Form 10-Q Ex 4(c) dated 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 3.1 dated September 1, 2020 3(b) Composite By-Laws of SWEPCo amended as of February 26, 2008. 2007 Form 10-K, Ex 3(b) 4(b) Fifteenth Supplemental Indenture dated November 1, 2021 between Southwestern Electric Power Company and The Bank of New York Mellon Trust Company, N.A. as Trustee establishing terms of 3.25% Senior Notes Series O due 2051. Form 8-K, Ex 4(a) dated November 3, 2021 *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. *95 Mine Safety Disclosure.