EXECUTIVE OVERVIEW
Customer Demand
AEP's weather-normalized retail sales volumes for the third quarter of 2022 increased by 2.6% from the third quarter of 2021. Weather-normalized residential sales decreased by 0.8% in the third quarter of 2022 from the third quarter of 2021. AEP's third quarter 2022 industrial sales volumes increased by 6.0% compared to the third quarter of 2021. The increase in industrial sales was spread across many industries. Weather-normalized commercial sales increased 3.4% in the third quarter of 2022 from the third quarter of 2021. The increase in commercial sales was spread across many sectors. AEP's weather-normalized retail sales volumes for the nine months endedSeptember 30, 2022 increased by 3.1% compared to the nine months endedSeptember 30, 2021 . Weather-normalized residential sales increased by 0.3% for the nine months endedSeptember 30, 2022 compared to the nine months endedSeptember 30, 2021 . AEP's industrial sales volumes for the nine months endedSeptember 30, 2022 increased by 5.5% compared to the nine months endedSeptember 30, 2021 . The increase in industrial sales was spread across many industries. Weather-normalized commercial sales increased 3.8% for the nine months endedSeptember 30, 2022 compared to the nine months endedSeptember 30, 2021 . The increase in commercial sales was spread across many sectors.
Supply Chain Disruption and Inflation
The Registrants have experienced certain supply chain disruptions driven by several factors including staffing and travel issues caused by the COVID-19 pandemic, international tensions including the ramifications of regional conflict, increased demand due to the economic recovery from the pandemic, inflation, labor shortages in certain trades and shortages in the availability of certain raw materials. These supply chain disruptions have not had a material impact on the Registrants net income, cash flows and financial condition, but have extended lead times for certain goods and services and have contributed to higher prices for fuel, materials, labor, equipment and other needed commodities. Management has implemented risk mitigation strategies in an attempt to mitigate the impacts of these supply chain disruptions.The United States economy has encountered a significant level of inflation that has contributed to increased uncertainty in the outlook of near-term economic activity, including whether inflation will continue and at what rate. A prolonged continuation or a further increase in the severity of supply chain and inflationary disruptions could result in additional increases in the cost of certain goods and services and further extend lead times which could reduce future net income and cash flows and impact financial condition.
Strategic Evaluation of AEP Energy
AEP has initiated a strategic evaluation for its ownership in AEP Energy, a wholly-owned retail energy supplier that supplies electricity and/or natural gas to residential, commercial and industrial customers. AEP Energy provides various energy solutions inIllinois ,Pennsylvania ,Delaware ,Maryland ,New Jersey ,Ohio andWashington, D.C. AEP Energy had approximately 672,000 customer accounts as ofSeptember 30, 2022 . Potential alternatives may include, but are not limited to, continued ownership or a sale of all or a part of AEP Energy. Management has not made a decision regarding the potential alternatives, but expects to complete the strategic evaluation in the first half of 2023.
Federal Tax Legislation
On
1 -------------------------------------------------------------------------------- financial statement income (Corporate Alternative Minimum Tax or CAMT), extends and increases the value of PTCs and ITCs, adds a nuclear and clean hydrogen PTC, an energy storage ITC and allows the sale or transfer of tax credits to third parties for cash. With the exception of PTCs and ITCs, this legislation is prospective and has no material impact on the current period financial statements. As significant guidance fromTreasury and theIRS is expected on the tax provisions in the IRA, AEP will continue to monitor any issued guidance and evaluate the impact on future net income, cash flows and financial condition.
Regulatory Matters
AEP's public utility subsidiaries are involved in rate and regulatory proceedings at theFERC and their state commissions. Depending on the outcomes, these rate and regulatory proceedings can have a material impact on results of operations, cash flows and possibly financial condition. AEP is currently involved in the following key proceedings. See Note 4 - Rate Matters for additional information. •2017-2019 Virginia Triennial Review - InNovember 2020 , the Virginia SCC issued an order on APCo's 2017-2019 Triennial Review filing concluding that APCo earned above its authorized ROE but within its ROE band for the 2017-2019 period, resulting in no refund to customers and no change to APCo base rates on a prospective basis. The Virginia SCC approved a prospective 9.2% ROE for APCo's 2020-2022 triennial review period with the continuation of a 140 basis point band (8.5% bottom, 9.2% midpoint, 9.9% top). InAugust 2022 , theVirginia Supreme Court issued its opinion on submitted appeals of APCo's 2017-2019 Virginia Triennial Review concluding that the Virginia SCC: a) erred in finding it was not reasonable for APCo to record all remaining costs associated with early retirement of certain coal-fired generating plants in the 2017-2019 earnings test period, b) did not err by ordering APCo to retroactively implement depreciation rates for the years 2018 and 2019 and c) did not err in finding that APCo's affiliate costs from OVEC were reasonable.The Virginia Supreme Court then remanded the issue regarding the retired coal-fired plants back to the Virginia SCC for further proceedings. InSeptember 2022 , and in response to theVirginia Supreme Court opinion and subsequent Virginia SCC order initiating a remand proceeding, APCo submitted to the Virginia SCC: (a) an updated 2017-2019Virginia earnings calculation resulting in a proposed$37 million regulatory asset related to previously incurred costs that APCo is expecting to recover as a result of earning below its 2017-2019 authorized ROE band, (b) an updated requested annual base rate increase of$41 million effectiveOctober 2022 and (c) a requested rider to recover, over the periodOctober 2022 throughJanuary 2024 , approximately$72 million related to an APCo Virginia base rate increase for the periodJanuary 2021 throughSeptember 2022 . APCo's requested$41 million annual base rate increase includes approximately$12 million related to the recovery of APCo's regulatory asset for previously incurred costs as a result of earning below its 2017-2019 authorized ROE band. APCo implemented interim base rate and rider rate increases effectiveOctober 2022 , both of which are subject to refund and review by the Virginia SCC. An order from the Virginia SCC in the remand proceeding is expected in the fourth quarter of 2022. InSeptember 2022 , APCo expensed the remaining$25 million closed coal plant regulatory asset that was previously ordered by the Virginia SCC and recorded a$37 million regulatory asset for previously incurred costs that APCo is expecting to recover as a result of earning below its 2017-2019 authorized ROE band. APCo'sOctober 2022 throughJanuary 2024 net income, cash flows and financial condition is expected to be positively impacted pending theVirginia SCC's order on APCo's requested base rate and rider rate increases. •2020-2022 Virginia Triennial Review - InMarch 2023 , APCo will submit its requiredVirginia earnings test calculation for the 2020-2022 Triennial Review period. For Triennial Review periods in which aVirginia utility earns below its authorized ROE band, the utility may file to recover expenses incurred, up to the bottom of the authorized ROE band, related to major storms, the early retirement of fossil fuel generating 2 -------------------------------------------------------------------------------- assets and certain projects necessary to comply with state and federal environmental legislation. As ofSeptember 2022 , APCo has deferred approximately$25 million related to previously incurred costs as a result of the current estimate that APCo will earn below the bottom of its authorized ROE band during the 2020-2022 Triennial Review period. If it is determined that APCo has earned above the bottom of its authorized ROE band for the 2020-2022 Triennial Review period it could reduce future net income and cash flows and impact financial conditions. •2012 Texas Base Rate Case - In 2012, SWEPCo filed a request with the PUCT to increase annual base rates primarily due to the completion of the Turk Plant. In 2013, the PUCT issued an order affirming the prudence of the Turk Plant but determined that the Turk Plant'sTexas jurisdictional capital cost cap established in a previous Certificate of Convenience and Necessity case also limited SWEPCo's recovery of AFUDC. Upon rehearing in 2014, the PUCT reversed its initial ruling and determined that AFUDC was excluded from the Turk Plant'sTexas jurisdictional capital cost cap. In 2017, theTexas District Court upheld the PUCT's 2014 order and intervenors filed appeals with theTexas Third Court of Appeals . InJuly 2018 , theTexas Third Court of Appeals reversed the PUCT's judgment affirming the prudence of the Turk Plant and remanded the issue back to the PUCT. InJanuary 2019 , SWEPCo and the PUCT filed petitions for review with theTexas Supreme Court . InMarch 2021 , theTexas Supreme Court issued an opinion reversing theJuly 2018 judgment of theTexas Third Court of Appeals and agreeing with the PUCT's judgment affirming the prudence of the Turk Plant. In addition, theTexas Supreme Court remanded the AFUDC dispute back to theTexas Third Court of Appeals . No parties filed a motion for rehearing with theTexas Supreme Court . InAugust 2021 , theTexas Third Court of Appeals reversed theTexas District Court judgment affirming the PUCT's order on AFUDC, concluding that the language of the PUCT's original 2008 order intended to include AFUDC in theTexas jurisdictional capital cost cap, and remanded the case to the PUCT for future proceedings. SWEPCo disagrees with theCourt of Appeals decision. SWEPCo and the PUCT submitted Petitions for Review with theTexas Supreme Court inNovember 2021 . InOctober 2022 , theTexas Supreme Court denied the Petitions for Review submitted by SWEPCo and the PUCT. SWEPCo plans to file a request for rehearing. If SWEPCo's request for rehearing is denied, the case will be remanded to the PUCT for future proceedings. Management does not believe a disallowance of capitalized Turk Plant costs or a revenue refund is probable as ofSeptember 30, 2022 . However, if SWEPCo is ultimately unable to recover AFUDC in excess of theTexas jurisdictional capital cost cap it would be expected to result in a pretax net disallowance ranging from$80 million to$90 million . In addition, if AFUDC is ultimately determined to be included in theTexas jurisdictional capital cost cap, SWEPCo estimates it may be required to make customer refunds ranging from$0 to$180 million related to revenues collected fromFebruary 2013 throughSeptember 2022 and such determination may reduce SWEPCo's future revenues by approximately$15 million on an annual basis. •InJuly 2019 , Ohio House Bill 6 (HB 6), which offered incentives for power-generating facilities with zero or reduced carbon emissions, was signed into law by theOhio Governor. HB 6 terminated energy efficiency programs as ofDecember 31, 2020 , including OPCo's shared savings revenues of$26 million annually and phased out renewable mandates after 2026. HB 6 also provided for continued recovery of existing renewable energy contracts on a bypassable basis through 2032 and included a provision for continued recovery of OVEC costs through 2030 which is allocated to all electric distribution utility customers inOhio on a non-bypassable basis. OPCo's Inter-Company Power Agreement for OVEC terminates inJune 2040 . InJuly 2020 , an investigation led by theU.S. Attorney's Office resulted in a federal grand jury indictment of the Speaker of theOhio House of Representatives ,Larry Householder , four other individuals, 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 have since pleaded guilty. In 2021, four AEP shareholders filed derivative actions purporting to 3 --------------------------------------------------------------------------------
assert claims on behalf of AEP against certain AEP officers and directors. See Litigation Related to Ohio House Bill 6 section of Litigation below for additional information.
InMarch 2021 , the Governor ofOhio signed legislation that, among other things, repealed the payments to the nonaffiliated owner ofOhio's nuclear power plants that were previously authorized under HB 6. The new legislation, House Bill 128, went into effect inMay 2021 and leaves unchanged other provisions of HB 6 regarding energy efficiency programs, recovery of renewable energy costs and recovery of OVEC costs. To the extent that the law changes or OPCo is unable to recover the costs of renewable energy contracts on a bypassable basis by the end of 2032, recover costs of OVEC after 2030 or incurs significant costs associated with the derivative actions, it could reduce future net income and cash flows and impact financial condition. •InApril 2021 , theFERC issued a supplemental Notice of Proposed Rulemaking (NOPR) proposing to modify its incentive for transmission owners that join RTOs (RTO Incentive). Under the supplemental NOPR, the RTO Incentive would be modified such that a utility would only be eligible for the RTO Incentive for the first three years after the utility joins aFERC-approved Transmission Organization . This is a significant departure from a previous NOPR issued in 2020 seeking to increase the RTO Incentive from 50 basis points to 100 basis points. The supplemental NOPR also required utilities that have received the RTO Incentive for three or more years to submit, within 30 days of the effective date of a final rule, a compliance filing to eliminate the incentive from its tariff prospectively. The supplemental NOPR was subject to a 60 day comment period followed by a 30 day period for reply comments. InJuly 2021 , AEP submitted reply comments. AEP is awaiting a final rule from theFERC . InJuly 2021 , theFERC issued an order denyingDayton Power and Light's request for a 50 basis point RTO incentive on the basis that its RTO participation was not voluntary, but rather is required byOhio law. This precedent could have an adverse impact on AEP'sOhio transmission owning subsidiaries. In itsFebruary 2022 order on rehearing, theFERC affirmed the decision in itsJuly 2021 order. The case is currently pending appeal at theUnited States Court of Appeals for the Sixth Circuit . InMay 2022 , theUnited States Court of Appeals for the Sixth Circuit issued an order to hold the appeal in abeyance pending resolution ofFERC proceedings on theOffice of the Ohio Consumers' Counsel's February 2022 RTO Incentive Complaint. In 2019, theFERC approved settlement agreements establishing base ROEs of 9.85% (10.35% inclusive of RTO Incentive adder of 0.5%) and 10% (10.5% inclusive of RTO Incentive adder of 0.5%) for AEP's PJM and SPP transmission-owning subsidiaries, respectively. In 2020, theFERC determined the base ROE for MISO's transmission owning subsidiaries should be 10.02% (10.52% inclusive of RTO Incentive adder of 0.5%). If theFERC modifies its RTO Incentive policy, it would be applied, as applicable, to AEP's PJM, SPP and MISO transmission owning subsidiaries on a prospective basis, and could affect future net income and cash flows and impact financial condition. Based on management's preliminary estimates, if a final rule is adopted consistent with theApril 2021 supplemental NOPR, it could reduce AEP's pretax income by approximately$55 million to$70 million on an annual basis. •FERC RTO Incentive Complaint - InFebruary 2022 , theOffice of the Ohio Consumers' Counsel filed a complaint against AEPSC,American Transmission Systems, Inc. andDuke Energy Ohio , alleging the 50 basis point RTO incentive included in Ohio Transmission Owners' respective transmission formula rates is not just and reasonable and therefore should be eliminated on the basis that RTO participation is not voluntary, but rather is required byOhio law. InMarch 2022 , AEPSC filed a motion to dismiss the Ohio Consumers' Counsel'sFebruary 2022 complaint with theFERC on the basis of certain deficiencies, including that the complaint fails to request relief that can be granted underFERC regulations because AEPSC is not a public utility nor does it have a transmission rate on file with theFERC . Management believes its financial statements adequately address the impact of theFebruary 2022 complaint. If the 4 --------------------------------------------------------------------------------FERC orders revenue reductions as a result of the complaint, including refunds from the date of the complaint filing, it could reduce future net income and cash flows and impact financial condition. •2021 Louisiana Storm Cost Filing - In 2020, Hurricanes Laura and Delta caused power outages and extensive damage to the SWEPCo service territories, primarily impacting theLouisiana jurisdiction. Following both hurricanes, the LPSC issued orders allowingLouisiana utilities, including SWEPCo, to establish regulatory assets to track and defer expenses associated with these storms. InFebruary 2021 , severe winter weather impacted theLouisiana jurisdiction and inMarch 2021 , the LPSC approved the deferral of incremental storm restoration expenses related to the winter storm. InOctober 2021 , SWEPCo filed a request with the LPSC for recovery of$145 million in deferred storm costs associated with the three storms. As part of the filing, SWEPCo requested recovery of the carrying charges on the deferred regulatory asset at a weighted average cost of capital through a rider beginning inJanuary 2022 . InMay 2022 , LPSC staff testimony was submitted to the LPSC. InJuly 2022 , SWEPCo filed rebuttal testimony which agreed to make a request for securitization of the deferred storm costs as the LPSC staff had recommended in their testimony. An order is expected before the end of 2022. If any of the storm costs are not recoverable, it could reduce future net income and cash flows and impact financial condition. •InFebruary 2021 , severe winter weather had a significant impact in SPP, resulting in the declaration of Energy Emergency Alert Levels 2 and 3 for the first time in SPP's history. The winter storm increased the demand for natural gas and restricted the available natural gas supply resulting in significantly increased market prices for natural gas power plants to meet reliability needs for the SPP electric system. As a result of the severe winter weather, PSO and SWEPCo incurred approximately$1.1 billion of extraordinary fuel costs and purchases of electricity, which were deferred as regulatory assets. InApril 2021 , the OCC approved the deferral of PSO's extraordinary fuel costs and purchases of electricity as regulatory assets, including a carrying charge at an interim rate of 0.75%, over a longer time period than what the FAC traditionally allows. Also inApril 2021 , legislation was enacted inOklahoma permitting securitized financing of qualified costs from extreme weather events. This legislation provides certain authority to the OCC to approve amounts to be recovered from the issuance of ratepayer-backed securitized bonds issued by the ODFA, anOklahoma governmental agency. InJanuary 2022 , PSO, OCC staff and certain intervenors filed a joint stipulation and settlement agreement with the OCC to approve the securitization of PSO's extraordinary fuel costs and purchases of electricity. InFebruary 2022 , the OCC approved the joint stipulation and settlement agreement which included a determination that all of PSO's extraordinary fuel costs and purchases of electricity were prudent and reasonable and also provided a 0.75% carrying charge related to those costs, subject to true-up based on actual financing costs. InSeptember 2022 , PSO received proceeds of$687 million from the ODFA which issued ratepayer-backed securitization bonds for the purpose of reimbursing PSO for extraordinary fuel costs and purchases of electricity incurred during theFebruary 2021 severe winter weather event, which were previously recorded as Regulatory Assets on PSO's balance sheet. The securitization bonds are the obligation of the ODFA and there is no recourse against PSO in the event of a bond default, and therefore are not recorded as Long-term Debt on PSO's balance sheet. PSO will serve as the servicing agent of the bonds and is responsible for the routine billing and collection of the securitization charges and remitting those collections back to the ODFA. The securitization charges billed to and collected from customers are not included as revenue on PSO's statement of income. The collections from customers will occur over 20 years. InMarch 2021 , the APSC issued an order authorizing recovery of theArkansas jurisdictional share of the retail customer fuel costs over five years, with the appropriate carrying charge to be determined at a later date. Subsequently, SWEPCo began recovery of these fuel costs. InApril 2021 , SWEPCo filed testimony supporting a five-year recovery with a carrying charge of 6.05%. InJune 2022 , the APSC ordered SWEPCo to recover theArkansas jurisdictional share of the fuel costs over six years with a carrying charge equal to its weighted average cost of capital, subject to a prudency review and true-up. 5 -------------------------------------------------------------------------------- InMarch 2021 , the LPSC approved a special order granting a temporary modification to the FAC and shortly after SWEPCo began recovery of itsLouisiana jurisdictional share of these fuel costs based on a five-year recovery period inclusive of an interim carrying charge of 3.25%. SWEPCo will work with the LPSC to finalize the actual recovery period and determine the appropriate carrying charge in future proceedings. InAugust 2021 , SWEPCo filed an application with the PUCT to implement a net interim fuel surcharge for theTexas jurisdictional share of these retail fuel costs. The application requested a five-year recovery with a carrying charge of 7.18%. InMarch 2022 , the PUCT ordered SWEPCo to recover theTexas jurisdictional share of the fuel costs over five years with a carrying charge of 1.65% and ordered SWEPCo to file a fuel reconciliation addressing fuel costs fromJanuary 1, 2020 throughDecember 31, 2021 . As ofSeptember 30, 2022 , SWEPCo had regulatory assets of$349 million relating to natural gas expenses and purchases of electricity incurred during theFebruary 2021 severe winter weather event. SWEPCo's deferred regulatory asset consists of$85 million ,$126 million and$138 million related to theArkansas ,Louisiana andTexas jurisdictions, respectively. If SWEPCo is unable to recover any of the costs relating to the extraordinary fuel and purchases of electricity, or obtain authorization of a reasonable carrying charge on these costs, it could reduce future net income and cash flows and impact financial condition. •AEP transitioned to stand-alone treatment of NOLC in its PJM and SPP transmission formula rates beginning with 2022 projected transmission revenue requirements and 2021 true-up to actual transmission revenue requirements, and provided notice of this change in informational filings made with theFERC . Stand-alone treatment of the NOLCs for transmission formula rates increased the 2021 and 2022 annual revenue requirements by$78 million and$60 million , respectively. Through the third quarter of 2022, the Registrants' financial statements reflect a provision for refund for all NOLC revenues billed by PJM and SPP. Also, the impact of inclusion of the NOLC in the 2021 annual formula rate true-up not yet billed by PJM and SPP is not reflected in the Registrants' revenues and expenses as the Registrants have not met the requirements of alternative revenue recognition in accordance with the accounting guidance for "Regulated Operations". AEP is also transitioning to stand-alone treatment of NOLC in retail jurisdiction base rate case filings. As a result of retail jurisdiction base rate cases inArkansas ,Indiana ,Oklahoma andTexas , inclusion of NOLCs in rates in those jurisdictions is contingent upon a supportive private letter ruling from theIRS . •SPP Capacity Planning Reserve Margin - InJuly 2022 , SPP approved a plan to increase its capacity planning reserve margin from 12% to 15% starting in the summer of 2023. Compliance filings are due to SPP inFebruary 2023 and any deficiencies are required to be remedied byMay 2023 . SPP's annual non-compliance charge as a result of not meeting capacity requirements could range from approximately$86 thousand per MW to approximately$171 thousand per MW. Non-compliance could also result in a failure to meet NERC criteria and violating SPP's tariff beforeFERC . As ofSeptember 30, 2022 , the increase in the capacity planning reserve margin for PSO and SWEPCo to comply with this new SPP requirement is approximately 265 MWs. Management is currently evaluating options and expects to comply with SPP's 2023 capacity planning reserve margin requirements. If PSO or SWEPCo incur charges or are unable to recover, or experience delays in recovering, the costs of complying with SPP's rule, it could reduce future net income and cash flows and impact financial condition. 6 --------------------------------------------------------------------------------
Utility Rates and Rate Proceedings
The Registrants file rate cases with their regulatory commissions in order to establish fair and appropriate electric service rates to recover their costs and earn a fair return on their investments. The outcomes of these regulatory proceedings impact the Registrants' current and future results of operations, cash flows and financial position.
The following tables show the Registrants' completed and pending base rate case proceedings in 2022. See Note 4 - Rate Matters for additional information.
Completed Base Rate Case Proceedings
Approved Revenue
Approved New Rates
Company Jurisdiction Requirement Increase ROE Effective (in millions) SWEPCo Texas $ 39.4
9.25%
I&M Indiana 61.4 (a)
9.7%
SWEPCo Arkansas 48.7 9.5% July 2022 KGPCo Tennessee 5.8
9.5%
(a)See "2021 Indiana Base Rate Case "Section of Note 4 - Rate Matters in the 2021 Annual Report for additional information.
Pending Base Rate Case Proceedings
Commission Staff/ Filing Requested Revenue Requested Intervenor Range of Company Jurisdiction Date Requirement Increase ROE Recommended ROE (in millions) SWEPCo Louisiana December 2020 $ 94.7 10.35% 9.1%-9.8% 7
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Deferred Fuel Costs
Increased fuel and purchased power prices in excess of amounts included in fuel-related revenues has led to an increase in the under collection of fuel costs from customers in most jurisdictions. The table below illustrates the increase (decrease) in the deferred fuel regulatory assets by company and jurisdiction, excluding the impacts of theFebruary 2021 severe winter weather event. See the "February 2021 Severe Winter Weather Impacts in SPP" sections in Note 4 for additional information. Traditional FAC As of As of Increase/ Company Jurisdiction Recovery Reset September 30, 2022 December 31, 2021 (Decrease) APCo Virginia (a) Annually $ 359.5 $ 128.6$ 230.9 APCo West Virginia Annually 235.2 72.7 162.5 I&M Indiana Bi-Annually 19.2 - 19.2 I&M Michigan Annually 6.2 6.4 (0.2) PSO Oklahoma (b) Annually 419.9 194.6 225.3 SWEPCo Arkansas Annually 67.7 23.1 44.6 SWEPCo Louisiana Monthly 2.4 11.1 (8.7) SWEPCo Texas Tri-Annually 165.9 47.0 118.9 KPCo Kentucky Monthly 24.4 8.2 16.2 WPCo West Virginia Annually 195.2 101.6 93.6 Total (c) $ 1,495.6 $ 593.3$ 902.3 (a)Includes$191 million of noncurrent deferred fuel classified as a Regulatory Asset on APCo's balance sheets as ofSeptember 30, 2022 . (b)Includes$241 million of noncurrent deferred fuel classified as a Regulatory Asset on PSO's balance sheets as ofSeptember 30, 2022 . (c)Includes$24 million and$8 million as ofSeptember 30, 2022 andDecember 31, 2021 , respectively, of deferred fuel classified as Assets Held for Sale on the balance sheets. See "Disposition of KPCo and KTCo" section of Note 6 for additional information. The AEP utility subsidiaries are working with various state commissions on the timing of recovering deferred fuel balances and have made the following recent filings: InApril 2022 , APCo and WPCo submitted their 2022 annual ENEC filing with the WVPSC requesting a$297 million annual increase in ENEC revenues, effectiveSeptember 1, 2022 . The WVPSC requestedWest Virginia staff perform a prudency review of APCo and WPCo's actual and forecasted ENEC costs. Management expects to receive a WVPSC order on the 2022 ENEC filing in the fourth quarter of 2022 and a separate WVPSC order on the prudency review of the ENEC costs in the first quarter of 2023. See "2021 and 2022 ENEC Filings" section of Note 4 for additional information. InAugust 2022 , PSO requested an interim update to its annual Fuel Cost Adjustment (FCA) rates in accordance with the terms of the established tariff which allows PSO or the OCC staff to request an interimFCA adjustment in the event that the annualFCA over/under-recovered balance is$50 million or more on a cumulative basis. InSeptember 2022 , the Director of thePublic Utility Division of the OCC approved aFCA rate designed to collect a$402 million deferred fuel balance over a 27 month period, effective with the first billing cycle ofOctober 2022 . PSO's fuel and purchased power expenses are subject to an annual prudency review by the OCC. InSeptember 2022 , APCo submitted a request to the Virginia SCC to increase its annual fuel factor by approximately$279 million . APCo will implement interim FAC rates effectiveNovember 2022 subject to Virginia SCC review. To help mitigate the impact of rising fuel costs on customer bills, APCo proposed to recover its 8 --------------------------------------------------------------------------------
deferred fuel balance as of
InSeptember 2022 , SWEPCo filed a request with the APSC for an interim increase to its current Energy Cost Rate (ECR) to recover$44 million of additional fuel costs incurred fromApril 2022 throughAugust 2022 , subsequent to the last annual ECR rate change. The interim rate will be effective with the first billing cycle ofOctober 2022 and will be in effect for six months until the ECR is reset inApril 2023 .
In 2020, management of SWEPCo and CLECO determined DHLC would not proceed developing additionalOxbow Lignite Company (Oxbow) mining areas for future lignite extraction and ceased extraction of lignite at the mine inMay 2020 . InApril 2020 , SWEPCo and CLECO jointly filed a notification letter to the LPSC providing notice of the cessation of lignite mining. InDecember 2021 , theDolet Hills Power Station was retired. While in operation, DHLC provided 100% of the fuel supply toDolet Hills Power Station . The remaining book value ofDolet Hills Power Station non-fuel related assets are recoverable by SWEPCo through a combination of base rates and rate riders. As ofSeptember 30, 2022 , SWEPCo's share of the net investment in theDolet Hills Power Station was$113 million , including materials and supplies, net of cost of removal collected in rates. Fuel costs incurred by theDolet Hills Power Station are recoverable by SWEPCo through active fuel clauses and are subject to prudency determinations by the various commissions. After closure of the DHLC mining operations and theDolet Hills Power Station , additional reclamation and other land-related costs incurred by DHLC and Oxbow will continue to be billed to SWEPCo and included in existing fuel clauses. As ofSeptember 30, 2022 , SWEPCo had a net under-recovered fuel balance of$236 million , inclusive of costs related to theDolet Hills Power Station billed by DHLC, but excluding impacts of theFebruary 2021 severe winter weather event. InMarch 2021 , the LPSC issued an order allowing SWEPCo to recover up to$20 million of fuel costs in 2021 and defer approximately$30 million of additional costs with a recovery period to be determined at a later date. InAugust 2022 , the LPSC staff filed testimony recommending fuel disallowances of$72 million , including denial of recovery of the$30 million deferral, with refunds to customers over five years. InSeptember 2022 , SWEPCO filed rebuttal testimony addressing the LPSC staff recommendations. InMarch 2021 , the APSC approved fuel rates that provide recovery of$20 million for theArkansas share of the 2021Dolet Hills Power Station fuel costs over five years through the existing fuel clause.
In
If any of these costs are not recoverable, it could reduce future net income and cash flows and impact financial condition.
Pirkey Plant and Related Fuel Operations
In 2020, management announced plans to retire the Pirkey Plant in 2023. The Pirkey Plant non-fuel costs are recoverable by SWEPCo through base rates and fuel costs are recovered through active fuel clauses and are subject to prudency determinations by the various commissions. As ofSeptember 30, 2022 , SWEPCo's share of the net investment in the Pirkey Plant was$216 million , including CWIP, before cost of removal. Sabine is a mining operator providing mining services to the Pirkey Plant. Under the provisions of the mining agreement, SWEPCo is required to pay, as part of the cost of lignite delivered, an amount equal to mining costs plus a management fee. SWEPCo expects fuel deliveries, including billings of all fixed and operating costs, from Sabine to cease during the first quarter of 2023. Under the fuel agreements, SWEPCo's fuel inventory and unbilled fuel costs from mining 9 -------------------------------------------------------------------------------- related activities were$49 million as ofSeptember 30, 2022 . As ofSeptember 30, 2022 , SWEPCo had a net under-recovered fuel balance of$236 million , inclusive of costs related to the Pirkey Plant billed by Sabine, but excluding impacts of theFebruary 2021 severe winter weather event. Upon cessation of lignite deliveries by Sabine to the Pirkey Plant, additional operational, reclamation and other land-related costs incurred by Sabine will be billed to SWEPCo and included in existing fuel clauses. If any of these costs are not recoverable, it could reduce future net income and cash flows and impact financial condition. Renewable Generation
The growth of AEP's renewable generation portfolio reflects the company's strategy to diversify generation resources to provide clean energy options to customers that meet both their energy and capacity needs.
Contracted Renewable Generation Facilities
In recent years, AEP has developed its renewable portfolio within the Generation & Marketing segment. Other activities have included, but are not limited to, working directly with wholesale and large retail customers to provide tailored solutions based upon market knowledge, technology innovations and deal structuring which may include distributed solar, wind, combined heat and power, energy storage, waste heat recovery, energy efficiency, peaking generation and other forms of cost reducing energy technologies. The Generation & Marketing segment also developed and/or acquired large scale renewable generation projects that are backed with long-term contracts with creditworthy counterparties. InFebruary 2022 , AEP management announced the initiation of a process to sell all or a portion of AEP Renewables' competitive contracted renewables portfolio within the Generation & Marketing segment. Subsequently, AEP's investment inFlat Ridge 2Wind LLC was removed from the competitive contracted renewables sale portfolio. InJune 2022 , as a result of deteriorating financial performance, sale negotiations and AEP's ongoing evaluation and ultimate decision to exit the investment in the near term, AEP recorded a pretax other than temporary impairment charge of$186 million in Equity Earnings (Losses) of Unconsolidated Subsidiaries in AEP's Statement of Income. In the third quarter of 2022, AEP recorded an additional$2 million pretax other than temporary impairment charge. The carrying value of AEP's investment inFlat Ridge 2 was not material to AEP as ofSeptember 30, 2022 . InSeptember 2022 , AEP signed a Purchase and Sale Agreement with a nonaffiliate for AEP's interest inFlat Ridge 2, subject toFERC approval. Management expects the transaction to close in the fourth quarter of 2022 and have an immaterial impact on the financial statements. See "Impairments" section of Note 6 for additional information. As ofSeptember 30, 2022 , excludingFlat Ridge 2, the competitive contracted renewable portfolio assets totaled 1.4 gigawatts of generation resources representing consolidated solar and wind assets, with a net book value of$1.2 billion , and a 50% interest in five joint venture wind farms, totaling$246 million , accounted for as equity method investments. The anticipated disposition of all or a portion of the AEP Renewables' portfolio has not met the accounting requirements to be presented as Held for Sale as ofSeptember 30, 2022 . If AEP is unable to recover the book value or carrying value of these assets through a sales process, it could reduce future net income and impact financial condition. 10 --------------------------------------------------------------------------------
Regulated Renewable Generation Facilities
North Central Wind Facilities
In 2020, PSO and SWEPCo received regulatory approvals to acquire the NCWF, comprised of threeOklahoma wind facilities totaling 1,484 MWs, on a fixed cost turn-key basis at completion. PSO and SWEPCo own undivided interests of 45.5% and 54.5% of the NCWF, respectively. Output from the NCWF serves retail load in PSO'sOklahoma service territory and both retail andFERC wholesale load in SWEPCo's service territories inArkansas andLouisiana . TheOklahoma andLouisiana portions of the NCWF revenue requirement, net of PTC benefit, are recoverable through authorized riders beginning at commercial operation and until such time as amounts are reflected in base rates. TheArkansas portion of the NCWF revenue requirement was approved for recovery through base rates in the 2021 Arkansas Base Rate Case. The table below provides a summary of the facilities as ofSeptember 30, 2022 : Project In-Service Date Net Book Value Federal PTC Qualification % (a) Generating Capacity (in millions) (in MWs) Sundance April 2021$ 282.3 100 % 199 Maverick September 2021 398.3 80 % 287 Traverse March 2022 1,255.0 100 % (b) 998 (a)PTC benefits are available for a ten year period following the in-service date. (b)The PTC for Traverse was increased to 100% in the third quarter of 2022 as a result of the IRA legislation.
See "North Central Wind Energy Facilities" section of Note 6 for additional information.
Recent Renewable Generation Filings
InDecember 2021 andJanuary 2022 , APCo filed petitions with the Virginia SCC and WVPSC, respectively, for prudency and cost recovery of: (a) an APCo-owned 204 MW wind generation facility, (b) three APCo-owned solar generation facilities totaling 205 MWs and (c) three solar purchased power agreements (PPAs) totaling 89 MWs. InJune 2022 , the WVPSC approved APCo'sJanuary 2022 petition for cost recovery of an APCo-owned 50 MW solar generation facility which was included within the 205 MWs requested. InJuly 2022 , the Virginia SCC approved APCo'sDecember 2021 petition for prudency and cost recovery as submitted. An order from the WVPSC is anticipated in the fourth quarter of 2022 related to the remaining items in APCo'sJanuary 2022 petition. InSeptember 2022 , APCo received a notice of termination for a 19 MW Solar PPA due to the developer being unsuccessful in obtaining local permits. The 19 MW Solar PPA was included in theDecember 2021 andJanuary 2022 petitions filed with theVirginia SCC and WVPSC, respectively. If the WVPSC does not approve one or more of the projects included in APCo'sJanuary 2022 petition, the associated allocation of cost and production of the facilities will be assigned toVirginia retail customers. Under separate, existing APCo Virginia andWest Virginia tariffs, APCo is also authorized for cost recovery of an additional 40 MWs of recently completed solar PPAs. InMay 2022 , SWEPCo submitted filings before the APSC, LPSC and PUCT requesting approval to acquire three renewable energy projects totaling 999 MWs. InOctober 2022 , SWEPCo also submitted the necessary filings with theFERC . The projects are comprised of two wind facilities, totaling 799 MWs, and one solar facility, totaling 200 MWs. One of the wind facilities, totaling approximately 201 MWs, is expected to reach commercial operation inDecember 2024 with the remaining facilities expected to reach commercial operation inDecember 2025 . 11
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Significant Renewable Generation Requests for Proposal (RFP)
As part of AEP's transition to diversify the company's generation resources and build its renewable generation portfolio, the Registrants file RFPs in an effort to identify potential wind and solar projects. The table below includes the significant RFPs recently issued. These projects would be subject to regulatory approval. Owned/ Company Issuance Date Generation Type PPA Generating Capacity (in MWs) APCo January 2022 Wind Owned 1,000 APCo January 2022 Solar (a) Owned 100 APCo February 2022 Solar Owned 150 APCo June 2022 Solar/Wind PPA 100 I&M March 2022 Wind Owned 800 I&M March 2022 Solar (a) Owned 500 PSO November 2021 Wind Owned 2,800 PSO November 2021 Solar (a) Owned 1,350 SWEPCo September 2022 Wind Owned 1,900 SWEPCo September 2022 Solar (a) Owned 500 Total Significant RFP's 9,200
(a)Includes an option for battery storage.
Disposition of KPCo and KTCo
InOctober 2021 , AEP entered into a Stock Purchase Agreement (SPA) to sell KPCo and KTCo toLiberty Utilities Co. , a subsidiary of Algonquin Power & Utilities Corp. (Liberty), for approximately a$2.85 billion enterprise value. InMay 2022 , the KPSC approved the transfer of KPCo to Liberty subject to certain conditions contingent upon the closing of the sale. AEP has received clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and theCommittee on Foreign Investment inthe United States . The sale remains subject toFERC approval under Section 203 of the Federal Power Act. InSeptember 2022 , AEP, AEPTCo and Liberty entered into an amendment (Amendment) to the SPA which reduced the purchase price to approximately$2.646 billion and Liberty agreed to waive, uponFERC approval of the sale, the SPA condition precedent to closing requiring the issuance of regulatory orders approving a new proposed Mitchell Plant Operations and Maintenance Agreement andMitchell Plant Ownership Agreement between KPCo and WPCo. The Amendment also provided that the closing shall not occur prior toJanuary 4, 2023 , unless mutually agreed to by AEP and Liberty.
Mitchell Plant Operations and Maintenance Agreement and Ownership Agreement
KPCo and WPCo each own a 50% undivided interest in the 1,560 MW coal-firedMitchell Plant . As ofSeptember 30, 2022 , the net book value of KPCo's share of the Mitchell Plant, before cost of removal including CWIP and inventory, was$576 million . InNovember 2021 , AEP made filings with the KPSC, WVPSC andFERC seeking approval of a new proposed Mitchell Plant Operations and Maintenance Agreement and Mitchell Plant Ownership Agreement. InFebruary 2022 , AEP filed a motion to withdraw its filing with theFERC . The KPSC and WVPSC issued orders addressing AEP's filings inMay 2022 andJuly 2022 . Those orders proposed materially different modifications to the Mitchell Plant agreements filed by AEP such that the new agreements could not be executed by the parties. In lieu of new agreements, inJuly 2022 , KPCo and WPCo confirmed with the KPSC and WVPSC, respectively, that they will continue operating under the existing Mitchell Agreement, utilizing the Mitchell Agreement Operating Committee's authority under that agreement to issue appropriate resolutions so the parties can operate in accordance with each 12 -------------------------------------------------------------------------------- state commission's directives related to CCR and ELG investment. InSeptember 2022 , pursuant to resolutions under the existingMitchell Plant agreement, WPCo replaced KPCo as the Operator ofMitchell Plant .
Transfer of Ownership
FERC Proceedings
InDecember 2021 , Liberty, KPCo and KTCo requestedFERC approval of the sale under Section 203 of the Federal Power Act. InFebruary 2022 , several intervenors in the case filed protests related to whether the sale will negatively impact the wholesale transmission rates of applicants. InApril 2022 , theFERC issued a deficiency letter stating that the Section 203 application is deficient and that additional information is required to process it. InMay 2022 , Liberty, KPCo and KTCo supplemented the application and inJune 2022 , theFERC issued an order formally notifying AEP that it was exercising its ability to take up to an additional 180 days to act on the application. An order from theFERC is expected in the fourth quarter of 2022.
KPSC Proceedings
InMay 2022 , the KPSC approved the transfer of KPCo to Liberty subject to conditions contingent upon the closing of the sale, including establishment of regulatory liabilities to subsidize retail customer transmission and distribution expenses, a fuel adjustment clause bill credit, and a three-yearBig Sandy decommissioning rider rate holiday during which KPCo's carrying charge is reduced by 50%. As a result of the conditions imposed by KPSC, in the second quarter of 2022, AEP recorded a$69 million loss on the expected sale of the Kentucky Operations in accordance with accounting guidance for Fair Value Measurement. Further, as a result of the Amendment and the change to the anticipated timing of the completion of the transaction, AEP recorded an additional$194 million pretax loss ($149 million net of tax) on the expected sale of theKentucky Operations in the third quarter of 2022 in accordance with the accounting guidance for Fair Value Measurement. AEP recorded a$263 million pretax loss ($218 million net of tax) on the expected sale of the Kentucky Operations for the nine months endedSeptember 30, 2022 . AEP expects cash proceeds, net of taxes and transaction fees, from the sale of approximately$1.2 billion . Subject to receipt ofFERC authorization under Section 203 of theFederal Power Act, the sale is expected to close inJanuary 2023 with Liberty acquiring the assets and assuming the liabilities of KPCo and KTCo, excluding pension and other post-retirement benefit plan assets and liabilities. AEP expects to provide customary transition services to Liberty for a period of time after closing of the transaction. AEP plans to use the proceeds from the sale to fund its continued investment in regulated businesses, including transmission and regulated renewables projects. If additional reductions in the fair value of the Kentucky Operations occur, it would reduce future net income and cash flows. 13 --------------------------------------------------------------------------------
LITIGATION
In the ordinary course of business, AEP is involved in employment, commercial, environmental and regulatory litigation. Since it is difficult to predict the outcome of these proceedings, management cannot predict the eventual resolution, timing or amount of any loss, fine or penalty. Management assesses the probability of loss for each contingency and accrues a liability for cases that have a probable likelihood of loss if the loss can be estimated. Adverse results in these proceedings have the potential to reduce future net income and cash flows and impact financial condition. See Note 4 - Rate Matters and Note 5 - Commitments, Guarantees and Contingencies for additional information.
Rockport Plant Litigation
In 2013, theWilmington Trust Company filed suit in theU.S. District Court for the Southern District of New York against AEGCo and I&M alleging that it would be unlawfully burdened by the terms of the modified NSR consent decree after the Rockport Plant, Unit 2 lease expiration inDecember 2022 . The terms of the consent decree allow the installation of environmental emission control equipment, repowering, refueling or retirement of the unit. The plaintiffs sought a judgment declaring that the defendants breached the lease, must satisfy obligations related to installation of emission control equipment and indemnify the plaintiffs. See "Obligations under the New Source Review Litigation Consent Decree" section below for additional information. After the litigation proceeded at the district court and appellate court, inApril 2021 , I&M and AEGCo reached an agreement to acquire 100% of the interests in Rockport Plant, Unit 2 for$116 million from certain financial institutions that own the unit through trusts established byWilmington Trust , the nonaffiliated owner trustee of the ownership interests in the unit, with closing to occur as of the end of the Rockport Plant, Unit 2 lease inDecember 2022 . The agreement is subject to customary closing conditions and as of the closing will result in a final settlement of, and release of claims in, the lease litigation. As a result, inMay 2021 , at the parties' request, the district court entered a stipulation and order dismissing the case without prejudice to plaintiffs asserting their claims in a re-filed action or a new action. The required regulatory approvals at the IURC andFERC have been obtained that would allow the closing to occur as of the end of the lease inDecember 2022 . Management believes its financial statements appropriately reflect the resolution of the litigation. Upon the end of the Rockport Unit 2 lease inDecember 2022 , AEGCo's 50% ownership share of Rockport Unit 2 will be billed 100% to I&M under aFERC -approved unit power agreement. In addition, upon the end of theRockport Unit 2 lease,I&M's 50% ownership share of Rockport Unit 2 andI&M's purchased power from AEGCo related to Rockport Unit 2 will be a merchant resource for I&M until Rockport Unit 2 is retired. A 2021 IURC order approved a settlement agreement addressing the future use of Rockport Unit 2 as a short-term capacity resource through theJune 2023 -May 2024 PJM planning year. I&M has a similar proposal pending before the MPSC inI&M's 2022 Michigan Integrated Resource Plan (IRP) filing. If I&M cannot recover its future investment and expenses related to the merchant share of Rockport Unit 2, it could reduce future net income and cash flows and impact financial condition.
Claims Challenging Transition of American Electric Power System Retirement Plan to Cash Balance Formula
Four participants in The American Electric Power System Retirement Plan (the Plan) filed a class action complaint inDecember 2021 in theU.S. District Court for the Southern District of Ohio against AEPSC and the Plan. When the Plan's benefit formula was changed in the year 2000, AEP provided a special provision for employees hired beforeJanuary 1, 2001 , allowing them to continue benefit accruals under the then benefit formula for a full 10 years alongside of the new cash balance benefit formula then being implemented. Employees who were hired on or afterJanuary 1, 2001 accrued benefits only under the new cash balance benefit formula. The plaintiffs assert a number of claims on behalf of themselves and the purported class, including that: (a) the Plan violates the requirements under the Employee Retirement Income Security Act (ERISA) intended to preclude back-loading the accrual of benefits to the end of a participant's career, (b) the Plan violates the age discrimination prohibitions of ERISA and the Age Discrimination in Employment Act and (c) AEP failed to provide required notice regarding the changes to the Plan. Among other relief, the Complaint seeks reformation of the Plan to provide additional benefits and the recovery of plan benefits for former employees under such reformed plan. The plaintiffs previously had submitted claims for 14 -------------------------------------------------------------------------------- additional plan benefits to AEP, which were denied. OnFebruary 15, 2022 , AEPSC and the Plan filed a motion to dismiss the complaint for failure to state a claim. OnAugust 16, 2022 , the district court granted the motion to dismiss the complaint without prejudice. The plaintiffs have filed a motion for leave to file an amended complaint. AEP will continue to defend against the claims. Management is unable to determine a range of potential losses that is reasonably possible of occurring.
Litigation Related to Ohio House Bill 6 (HB 6)
In 2019,Ohio adopted and implemented HB 6 which benefits OPCo by authorizing rate recovery for certain costs including renewable energy contracts and OVEC's coal-fired generating units. OPCo engaged in lobbying efforts and provided testimony during the legislative process in connection with HB 6. InJuly 2020 , an investigation led by theU.S. Attorney's Office resulted in a federal grand jury indictment of anOhio legislator and associates in connection with an alleged racketeering conspiracy involving the adoption of HB 6. After AEP learned of the criminal allegations against theOhio legislator and others relating to HB 6, AEP, with assistance from outside advisors, conducted a review of the circumstances surrounding the passage of the bill. Management does not believe that AEP was involved in any wrongful conduct in connection with the passage of HB 6. InAugust 2020 , an AEP shareholder filed a putative class action lawsuit in theUnited States District Court for the Southern District of Ohio against AEP and certain of its officers for alleged violations of securities laws. The amended complaint alleged misrepresentations or omissions by AEP regarding: (a) its alleged participation in or connection to public corruption with respect to the passage of HB 6 and (b) its regulatory, legislative, political contribution, 501(c)(4) organization contribution and lobbying activities inOhio . The complaint sought monetary damages, among other forms of relief. InDecember 2021 , the district court issued an opinion and order dismissing the securities litigation complaint with prejudice, determining that the complaint failed to plead any actionable misrepresentations or omissions. The plaintiffs did not appeal the ruling. InJanuary 2021 , an AEP shareholder filed a derivative action in theUnited States District Court for the Southern District of Ohio purporting to assert claims on behalf of AEP against certain AEP officers and directors. InFebruary 2021 , a second AEP shareholder filed a similar derivative action in theCourt of Common Pleas ofFranklin County, Ohio . InApril 2021 , a third AEP shareholder filed a similar derivative action in theU.S. District Court for the Southern District of Ohio and a fourth AEP shareholder filed a similar derivative action in theSupreme Court for the State of New York ,Nassau County . These derivative complaints allege the officers and directors made misrepresentations and omissions similar to those alleged in the putative securities class action lawsuit filed against AEP. The derivative complaints together assert claims for: (a) breach of fiduciary duty, (b) waste of corporate assets, (c) unjust enrichment, (d) breach of duty for insider trading and (e) contribution for violations of sections 10(b) and 21D of the Securities Exchange Act of 1934; and seek monetary damages and changes to AEP's corporate governance and internal policies among other forms of relief. The court entered a scheduling order in theNew York state court derivative action staying the case other than with respect to briefing the motion to dismiss. AEP filed its motion to dismiss onApril 29, 2022 . OnSeptember 13, 2022 , theNew York state court granted the motion to dismiss with prejudice and plaintiffs have filed a notice of appeal with theNew York appellate court. The two derivative actions pending in federal district court inOhio have been consolidated and the plaintiffs in the consolidated action filed an amended complaint. AEP filed a motion to dismiss onMay 3, 2022 and briefing on the motion to dismiss has been completed. Discovery remains stayed pending the district court's ruling on the motion to dismiss. The plaintiff in theOhio state court case advised that they no longer agreed to stay the proceedings, therefore, AEP filed a motion to continue the stays of proceedings onMay 20, 2022 and the plaintiff filed an amended complaint onJune 2, 2022 . OnJune 15, 2022 , theOhio state court entered an order continuing the stays of that case until the resolution of the consolidated derivative actions pending inOhio federal district court. The defendants will continue to defend against the claims. Management is unable to determine a range of potential losses that is reasonably possible of occurring. InMarch 2021 , AEP received a litigation demand letter from counsel representing a purported AEP shareholder. The litigation demand letter is directed to the Board of Directors of AEP and contains factual allegations involving HB 6 that are generally consistent with those in the derivative litigation filed in state and federal court. The letter demands, among other things, that the AEP Board undertake an independent investigation into alleged legal violations by directors and officers, and that, following such investigation, AEP commence a civil action for breaches of fiduciary duty and related claims and take appropriate disciplinary action against those individuals who 15 --------------------------------------------------------------------------------
allegedly harmed the company. The shareholder that sent the letter has since withdrawn the litigation demand, which is now terminated and of no further effect.
InMay 2021 , AEP received a subpoena from theSEC's Division of Enforcement seeking various documents, including documents relating to the passage of HB 6 and documents relating to AEP's policies and financial processes and controls. InAugust 2022 , AEP received a second subpoena from theSEC seeking various additional documents relating to its ongoing inquiry. AEP is cooperating fully with theSEC's investigation. Although the outcome of theSEC's investigation cannot be predicted, management does not believe the results of this inquiry will have a material impact on financial condition, results of operations or cash flows. ENVIRONMENTAL ISSUES AEP has a substantial capital investment program and incurs additional operational costs to comply with environmental control requirements. Additional investments and operational changes will be made in response to existing and anticipated requirements to reduce emissions from fossil generation and in response to rules governing the beneficial use and disposal of coal combustion by-products, clean water and renewal permits for certain water discharges. AEP is engaged in litigation about environmental issues, was notified of potential responsibility for the clean-up of contaminated sites and incurred costs for disposal of SNF and future decommissioning of the nuclear units. Management is engaged in the development of possible future requirements including the items discussed below. Management believes that further analysis and better coordination of these environmental requirements would facilitate planning and lower overall compliance costs while achieving the same environmental goals. AEP will seek recovery of expenditures for pollution control technologies and associated costs from customers through rates in regulated jurisdictions. Environmental rules could result in accelerated depreciation, impairment of assets or regulatory disallowances. If AEP cannot recover the costs of environmental compliance, it would reduce future net income and cash flows and impact financial condition.
Environmental Controls Impact on the Generating Fleet
The rules and proposed environmental controls discussed below will have a material impact on AEP System generating units. Management continues to evaluate the impact of these rules, project scope and technology available to achieve compliance. As ofSeptember 30, 2022 , the AEP System owned generating capacity of approximately 25,300 MWs, of which approximately 11,300 MWs were coal-fired. Management continues to refine the cost estimates of complying with these rules and other impacts of the environmental proposals on fossil generation. Based upon management estimates, AEP's future investment to meet these existing and proposed requirements ranges from approximately$300 million to$500 million through 2026. The cost estimates will change depending on the timing of implementation and whether the FederalEPA provides flexibility in finalizing proposed rules or revising certain existing requirements. The cost estimates will also change based on: (a) potential state rules that impose more stringent standards, (b) additional rulemaking activities in response to court decisions, (c) actual performance of the pollution control technologies installed, (d) changes in costs for new pollution controls, (e) new generating technology developments, (f) total MWs of capacity retired and replaced, including the type and amount of such replacement capacity, (g) compliance with the FederalEPA 's revised coal combustion residual rules and (h) other factors. In addition, management continues to evaluate the economic feasibility of environmental investments on regulated and competitive plants.
Obligations under the New Source Review Litigation Consent Decree
In 2007, theU.S. District Court for the Southern District of Ohio approved a consent decree between AEP subsidiaries in the eastern area of the AEP System and theDepartment of Justice , the FederalEPA , eight northeastern states and other interested parties to settle claims that the AEP subsidiaries violated the NSR provisions of the CAA when they undertook various equipment repair and replacement projects over a period of nearly 20 years. The consent decree's terms include installation of environmental control equipment on certain generating units, a declining cap on SO2 and NOX emissions from the AEP System and various mitigation projects. The 16 --------------------------------------------------------------------------------
consent decree has been modified seven times, for various reasons, most recently in 2022. All of the environmental control equipment required by the consent decree has been installed.
The CAA establishes a comprehensive program to protect and improve the nation's air quality and control sources of air emissions. The states implement and administer many of these programs and could impose additional or more stringent requirements. 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 any more stringent standards, (b) implementation of the regional haze program by the states and the FederalEPA , (c) regulation of hazardous air pollutant emissions under MATS, (d) implementation and review of CSAPR and (e) the FederalEPA 's regulation of greenhouse gas emissions from fossil generation under Section 111 of the CAA. Notable developments in significant CAA regulatory requirements affecting AEP's operations are discussed in the following sections.
National Ambient Air Quality Standards
The FederalEPA periodically reviews and revises the NAAQS for criteria pollutants under the CAA. Revisions tend to increase the stringency of the standards, which in turn may require AEP to make investments in pollution control equipment at existing generating units, or, since most units are already well controlled, to make changes in how units are dispatched and operated. Most recently, the Biden administration has indicated that it is likely to revisit the NAAQS for ozone and PM, which were left unchanged by the prior administration following its review. Management cannot currently predict if any changes to either standard are likely or what such changes may be, but will continue to monitor this issue and any future rulemakings.
Regional Haze
The FederalEPA issued aClean Air Visibility Rule (CAVR) in 2005, which could require power plants and other facilities to install best available retrofit technology to address regional haze in federal parks and other protected areas. CAVR is implemented by the states, through SIPs, or by the FederalEPA , through FIPs. In 2017, the FederalEPA revised the rules governing submission of SIPs to implement the visibility programs, including a provision that postponed the due date for the next comprehensive SIP revisions until 2021. Petitions for review of the final rule revisions have been filed in theU.S. Court of Appeals for the District of Columbia Circuit .
InTexas , the FederalEPA disapproved portions of theTexas regional haze SIP and finalized a FIP that allows participation in the CSAPR ozone season program to satisfy the NOX regional haze obligations for electric generating units inTexas . Additionally, the FederalEPA finalized an intrastate SO2 emissions trading program based on CSAPR allowance allocations. Legal challenges to these various rulemakings are pending in both theU.S. Court of Appeals for the Fifth Circuit and theU.S. Court of Appeals for the District of Columbia Circuit . Management cannot predict the outcome of that litigation, although management supports the intrastate trading program as a compliance alternative to source-specific controls and has intervened in the litigation in support of the FederalEPA .
Cross-State Air Pollution Rule
CSAPR is a regional trading program designed to address interstate transport of emissions that contributed significantly to downwind non-attainment with the 1997 ozone and PM NAAQS. CSAPR relies on SO2 and NOX allowances and individual state budgets to compel further emission reductions from electric utility generating units. Interstate trading of allowances is allowed on a restricted sub-regional basis. 17
-------------------------------------------------------------------------------- InJanuary 2021 , the FederalEPA finalized a revised CSAPR rule, which substantially reduces the ozone season NOX budgets in 2021-2024. Several utilities and other entities potentially subject to the FederalEPA 's NOX regulations have challenged that final rule in theU.S. Court of Appeals for the District of Columbia Circuit and briefing is underway. Management cannot predict the outcome of that litigation, but believes it can meet the requirements of the rule in the near term, and is evaluating its compliance options for later years, when the budgets are further reduced. In addition, inFebruary 2022 , theEPA Administrator signed a proposed FIP for 2015 Ozone NAAQS that would further revise the ozone season NOX budgets under the existing CSAPR program. AEP is evaluating the proposed changes.
Climate Change, CO2 Regulation and Energy Policy
In 2019, the Affordable Clean Energy (ACE) rule established a framework for states to adopt standards of performance for utility boilers based on heat rate improvements for such boilers. However, inJanuary 2021 , theU.S. Court of Appeals for the D.C. Circuit vacated the ACE rule and remanded it to the FederalEPA . InOctober 2021 theUnited States Supreme Court granted certiorari and combined four separate petitions seeking review of theD.C. Circuit Court decisions. Oral arguments were held inFebruary 2022 and onJune 30, 2022 , theUnited States Supreme Court reversed theD.C. Circuit Court's decision and remanded for further proceedings. The FederalEPA must take some action before anything is required of the utilities as a result of this decision. At a minimum, if the FederalEPA intends to implement the ACE rule, it must conduct additional rulemaking to update its applicable deadlines, which have all passed. Alternatively, the FederalEPA may abandon the ACE rule and proceed to regulate greenhouse gases through a new rule, the scope of which is unknown. The FederalEPA has previously announced it expects to propose a new rule by spring of 2023. Management is unable to predict how the FederalEPA will respond to the court's remand. In 2018, the FederalEPA filed a proposed rule revising the standards for new sources and determined that partial carbon capture and storage is not the best system of emission reduction because it is not available throughout theU.S. and is not cost-effective. That rule has not been finalized. Management continues to actively monitor these rulemaking activities. While no federal regulatory requirements to reduce CO2 emissions are in place, AEP has taken action to reduce and offset CO2 emissions from its generating fleet. AEP expects CO2 emissions from its operations to continue to decline due to the retirement of some of its coal-fired generation units, and actions taken to diversify the generation fleet and increase energy efficiency where there is regulatory support for such activities. The majority of the states where AEP has generating facilities passed legislation establishing renewable energy, alternative energy and/or energy efficiency requirements that can assist in reducing carbon emissions. InApril 2020 ,Virginia enacted clean energy legislation to allow the state to participate in theRegional Greenhouse Gas Initiative, require the retirement of all fossil-fueled generation by 2045 and require 100% renewable energy to be provided toVirginia customers by 2050. Management is taking steps to comply with these requirements, including increasing wind and solar installations, purchasing renewable power and broadening AEP System's portfolio of energy efficiency programs. InOctober 2022 , AEP announced new intermediate and long-term CO2 emission reduction goals, based on the output of the company's integrated resource plans, which take into account economics, customer demand, grid reliability and resiliency, regulations and the company's current business strategy. AEP adjusted its near-term carbon dioxide emission reduction target from a 2000 baseline to a 2005 baseline, upgraded its 80% reduction by 2030 target to include full Scope 1 emissions and accelerated its net-zero goal by five years to 2045. AEP's total Scope 1 GHG emissions in 2021 were approximately 56 million metric tons CO2e, approximately a 63% reduction from AEP's 2005 Scope 1 GHG emissions. AEP has made significant progress in reducing CO2 emissions from its power generation fleet and expects its emissions to continue to decline. Technological advances, including energy storage, will determine how quickly AEP can achieve zero emissions while continuing to provide reliable, affordable power for customers. Excessive costs to comply with future legislation or regulations have led to the announcement of early plant closures 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. 18 --------------------------------------------------------------------------------
Coal Combustion Residual Rule
The FederalEPA 's CCR rule regulates the disposal and beneficial re-use of CCR, including fly ash and bottom ash created from coal-fired generating units and FGD gypsum generated at some coal-fired plants. The rule applies to active and inactive CCR landfills and surface impoundments at facilities of active electric utility or independent power producers. In 2020, the FederalEPA revised the CCR rule to include a requirement that unlined CCR storage ponds cease operations and initiate closure byApril 11, 2021 . The revised rule provides two options that allow facilities to extend the date by which they must cease receipt of coal ash and close the ponds. The first option provides an extension to cease receipt of CCR no later thanOctober 15, 2023 for most units, andOctober 15, 2024 for a narrow subset of units; however, the FederalEPA 's grant of such an extension will be based upon a satisfactory demonstration of the need for additional time to develop alternative ash disposal capacity and will be limited to the soonest timeframe technically feasible to cease receipt of CCR. Additionally, each request must undergo formal review, including public comments, and be approved by the FederalEPA . AEP filed applications for additional time to develop alternative disposal capacity at the following plants: Generating Projected Company Plant Name and Unit Capacity Net Book Value (a) Retirement Date (in MWs) (in millions) AEGCo Rockport Plant, Unit 1 655 $ 222.2 2028 APCo Amos Plant 2,930 2,123.6 2040 APCo Mountaineer Plant 1,320 979.0 2040 I&M Rockport Plant, Unit 1 655 462.9 (b) 2028 KPCo Mitchell Plant 780 575.6 2040 SWEPCo Flint Creek Plant 258 263.6 2038 WPCo Mitchell Plant 780 603.6 2040 (a)Net book value before cost of removal including CWIP and inventory. (b)Amount includes a$153 million regulatory asset related to the retired Tanners Creek Plant. The IURC and MPSC authorized recovery of theTanners Creek Plant regulatory asset over the useful life of Rockport Plant, Unit 1 in 2015 and 2014, respectively. InJanuary 2022 , the FederalEPA began responding to applications for extension requests and has proposed to deny several extension requests based on allegations that the utilities that received such responses are not in compliance with the CCR Rule. The FederalEPA 's allegations of noncompliance rely on new interpretations of the CCR Rule requirements. The actions of the FederalEPA have been challenged in theU.S. Court of Appeals for the District of Columbia Circuit as unlawful rulemaking that revises the existing CCR Rule requirements without proper notice and without opportunity for comment. Management is unable to predict the outcome of that litigation. OnJuly 12, 2022 , the FederalEPA proposed conditional approval of the pending extension request for the Mountaineer Plant. The FederalEPA has not yet proposed any action on the other pending extension requests submitted by AEP; however, statements made by the FederalEPA in proposed denials of extension requests submitted by other utilities indicate that there is a risk that the FederalEPA may similarly conclude that AEP is not eligible for an extension of time to cease use of those CCR impoundments and/or that one or more of AEP's facilities is not in compliance with the CCR Rule. If that occurs, AEP may incur material additional costs to change its plans for complying with the CCR Rule, including the potential to have to temporarily cease operation of one or more facilities until an acceptable compliance alternative can be implemented. Such temporary cessation of operation could materially impact the cost of serving customers of the affected utility. Further, actions by the FederalEPA could require AEP to remove coal ash from CCR units that have already been closed in accordance with state law programs or could require AEP to incur costs related to CCR units at various active and legacy facilities. Closure and post-closure costs have been included in ARO in accordance with the requirements in the FederalEPA 's final CCR rule. Additional ARO revisions will occur on a site-by-site basis if groundwater monitoring activities conclude that corrective actions are required to mitigate groundwater impacts. AEP may incur significant additional costs complying with the FederalEPA 's CCR Rule including costs to upgrade or close and replace surface impoundments and landfills used to manage CCR and to conduct any required remedial actions including removal of coal ash. If additional costs are incurred and AEP is unable to obtain cost recovery, it would reduce 19 -------------------------------------------------------------------------------- future net income and cash flows and impact financial condition. Management will continue to participate in rulemaking activities and make adjustments based on new federal and state requirements affecting its ash disposal units. The second option to obtain an extension of theApril 11, 2021 deadline to cease operation of unlined impoundments allows a generating facility to continue operating its existing impoundments without developing alternative CCR disposal, provided the facility commits to cease combustion of coal by a date certain. Under this option, a generating facility would have untilOctober 17, 2023 to cease coal-fired operations and to close CCR storage ponds 40 acres or less in size, or throughOctober 17, 2028 for facilities with CCR storage ponds greater than 40 acres in size. Pursuant to this option, AEP informed the FederalEPA of its intent to retire the Pirkey Plant and cease using coal at the Welsh Plant: Accelerated Generating Net Investment Depreciation Projected Company Plant Name and Unit Capacity (a) Regulatory Asset Retirement Date (in MWs) (in millions) SWEPCo Pirkey Plant 580$ 65.0 $ 150.7 2023 (b) Welsh Plant, Units SWEPCo 1 and 3 1,053 432.3 75.7 2028 (c)(d) (a)Net book value including CWIP excluding cost of removal and materials and supplies. (b)Pirkey Plant is currently being recovered through 2025 in theLouisiana jurisdiction and through 2045 in theArkansas andTexas jurisdictions. (c)InNovember 2020 , management announced it will cease using coal at the Welsh Plant in 2028. (d)Unit 1 is currently being recovered through 2027 in theLouisiana jurisdiction and through 2037 in theArkansas andTexas jurisdictions. Unit 3 is currently being recovered through 2032 in theLouisiana jurisdiction and through 2042 in theArkansas andTexas jurisdictions. To date, the FederalEPA has not taken any action on these pending extension requests. Under the second option above, AEP may need to recover remaining depreciation and estimated closure costs associated with these plants over a shorter period. If AEP cannot ultimately recover the costs of environmental compliance and/or the remaining depreciation and estimated closure costs associated with these plants in a timely manner, it would reduce future net income and cash flows and impact financial condition.
Clean Water Act Regulations
The FederalEPA 's ELG rule for generating facilities establishes limits for FGD wastewater, fly ash and bottom ash transport water and flue gas mercury control wastewater, which are to be implemented through each facility's wastewater discharge permit. A revision to the ELG rule, published inOctober 2020 , establishes additional options for reusing and discharging small volumes of bottom ash transport water, provides an exception for retiring units and extends the compliance deadline to a date as soon as possible beginning one year after the rule was published but no later thanDecember 2025 . Management has assessed technology additions and retrofits to comply with the rule and the impacts of the FederalEPA 's recent actions on facilities' wastewater discharge permitting for FGD wastewater and bottom ash transport water. For affected facilities that must install additional technologies to meet the ELG rule limits, permit modifications were filed inJanuary 2021 that reflect the outcome of that assessment. AEP continues to work with state agencies to finalize permit terms and conditions. Other facilities opted to file Notices of Planned Participation (NOPP), pursuant to which the facilities are not required to install additional controls to meet ELG limits provided they make commitments to cease coal combustion by a date certain. The FederalEPA has announced its intention to reconsider the 2020 rule and to further revise limits applicable to discharges of landfill and impoundment leachate. A proposed rule is expected in late 2022 or early 2023. Management cannot predict whether the FederalEPA will actually finalize further revisions or what such revisions might be, but will continue to monitor this issue and will participate in further rulemaking activities as they arise. InAugust 2021 , the FederalEPA and theArmy Corps of Engineers announced their plan to reconsider and revise the Navigable Waters Protection Rule, which defines "waters ofthe United States " under the Clean Water Act. Shortly thereafter, theUnited States District Court for the District of Arizona vacated and remanded the Navigable Waters Protection Rule, which had the effect of reinstating the prior, much broader, version of the rule. Because the scope of waters subject to theFederal EPA and Army Corps of Engineers jurisdictions is broader under the prior rule, permitting decisions made in recent years are subject to reevaluation; permits may now be necessary where 20 -------------------------------------------------------------------------------- none were previously required, and issued permits may need to be reopened to impose additional obligations. InDecember 2021 , the FederalEPA proposed a rule that would roll back the definition of "waters ofthe United States " to the pre-2015 definition. The FederalEPA also announced that it would be considering further changes through a future rulemaking, which would build upon the foundation of the proposed rule. Management will continue to monitor rulemaking on this issue. InOctober 2022 , theU.S. Supreme Court heard an appeal related to the scope of "waters ofthe United States ," specifically which wetlands can be regulated as waters ofthe United States . Management cannot predict the outcome of that litigation.
CCR and ELG Compliance Plan Filings
KPCo and WPCo each own a 50% interest in the Mitchell Plant. As ofSeptember 30, 2022 , the net book value of KPCo's share of the Mitchell Plant, before cost of removal including CWIP and inventory, was$576 million . InDecember 2020 andFebruary 2021 , WPCo and KPCo filed requests with the WVPSC and KPSC, respectively, to obtain the regulatory approvals necessary to implement CCR and ELG compliance plans and seek recovery of the estimated$132 million investment for the Mitchell Plant that would allow the plant to continue operating beyond 2028. Within those requests, WPCo and KPCo also filed a$25 million alternative to implement only the CCR-related investments with the WVPSC and KPSC, respectively, which would allow the Mitchell Plant to continue operating only through 2028. InJuly 2021 , the KPSC issued an order approving the CCR only alternative and rejecting the full CCR and ELG compliance plan. InMay 2022 , the KPSC approved recovery of theKentucky jurisdictional share of ELG costs incurred at the Mitchell Plant prior toJuly 15, 2021 . InAugust 2021 , the WVPSC approved the full CCR and ELG compliance plan for the WPCo share of the Mitchell Plant. InSeptember 2021 , WPCo submitted a filing with the WVPSC to reopen the CCR/ELG case that was approved by the WVPSC inAugust 2021 . Due to the rejection by the KPSC of the KPCo share of the ELG investments, WPCo requested the WVPSC consider approving the construction and recovery of all ELG costs at the plant. InOctober 2021 , the WVPSC affirmed itsAugust 2021 order approving the construction of CCR/ELG investments and directed WPCo to proceed with CCR/ELG compliance plans that would allow the plant to continue operating beyond 2028. The WVPSC also ordered that WPCo will be given the opportunity to recover, from its customers, the ELG and new capital and operating costs arising solely from the WVPSC's directive to operate the plant beyond 2028 if the WVPSC finds that the costs are reasonably and prudently incurred. The WVPSC's order further states that unless KPCo pays for its share of costs for ELG improvements and costs necessary to continue operations beyond 2028, the benefit of the capacity and energy made possible by those improvements and operatingMitchell Plant beyond 2028 should benefit onlyWest Virginia jurisdictional customers who have shared in paying for those costs.
Amos and Mountaineer Plants (Applies to AEP and APCo)
InDecember 2020 , APCo submitted filings with the Virginia SCC and WVPSC requesting regulatory approvals necessary to recover the estimated$240 million investment needed to implement CCR and ELG compliance for the Amos and Mountaineer plants. InAugust 2021 , the Virginia SCC issued an order approving recovery of CCR-related operation and maintenance expenses and investments at the Amos and Mountaineer Plants through an active rider. The order also denied APCo's request to recover the cost of ELG investments and denied recovery of previously incurred ELG costs, but did not preclude APCo from refiling for approval. InMarch 2022 , APCo refiled for approval to recover the cost of the ELG investments and previously incurred ELG costs. Intervenor testimony was submitted inAugust 2022 recommending the denial of ELG cost recovery. InOctober 2022 , a Virginia Hearing Examiner recommended that the Virginia SCC approve recovery of APCo's requested ELG investment 21 --------------------------------------------------------------------------------
costs at Amos and Mountaineer Plants. Management expects to receive an order from the Virginia SCC in the fourth quarter of 2022.
Also inAugust 2021 , the WVPSC approved the request to construct CCR/ELG investments at the Amos and Mountaineer Plants and approved recovery of theWest Virginia jurisdictional share of these costs through an active rider. InOctober 2021 , due to the Virginia SCC previously rejecting those ELG investments, the WVPSC issued an order directing APCo to proceed with CCR/ELG compliance plans that would allow the plants to continue operating beyond 2028. The WVPSC also ordered that APCo will be given the opportunity to recover, fromWest Virginia customers, the ELG and new capital and operating costs arising solely from the WVPSC's directive to operate the plants beyond 2028 if the WVPSC finds that the costs are reasonably and prudently incurred. TheOctober 2021 order further states that unless theVirginia jurisdictional customers of APCo pay for their share of costs for ELG improvements and costs necessary to continue operations beyond 2028, the benefit of the capacity and energy made possible by those improvements and operating the Amos and Mountaineer Plants beyond 2028 should benefit onlyWest Virginia andFERC jurisdictional customers who have shared in paying for those costs.
APCo expects the total Amos and Mountaineer Plant ELG investment, excluding
AFUDC, to be approximately
If any of the ELG costs are not approved for recovery and/or the retirement dates of the Amos and Mountaineer Plants are accelerated to 2028 without commensurate cost recovery, it would reduce future net income and cash flows and impact financial condition.
22 --------------------------------------------------------------------------------
Impact of Environmental Regulation on Coal-Fired Generation
Compliance with extensive environmental regulations requires significant capital investment in environmental monitoring, installation of pollution control equipment, emission fees, disposal, remediation and permits. Management continuously evaluates cost estimates of complying with these regulations which may result in a decision to retire coal-fired generating facilities earlier than their currently estimated useful lives.
Previously, management retired or announced early closure plans for Welsh Unit
2,
The table below summarizes the net book value, as of
Accelerated Actual/Projected Current Authorized Net Depreciation Retirement Recovery Annual Company Plant Investment (a) Regulatory Asset Date Period Depreciation (b) (in millions) (in millions) PSO Northeastern Plant, Unit 3$ 143.7 $ 141.4 2026 (c) $ 14.9 SWEPCoDolet Hills Power Station - 54.7 2021 (d) - SWEPCo Pirkey Plant 65.0 150.7 2023 (e) 12.5 SWEPCo Welsh Plant, Units 1 and 3 432.3 75.7 2028 (f) (g) 39.8 SWEPCo Welsh Plant, Unit 2 - 35.2 2016 (h) - (a)Net book value including CWIP excluding cost of removal and materials and supplies. (b)These amounts represent the amount of annual depreciation that has been collected from customers over the prior 12-month period. (c)Northeastern Plant, Unit 3 is currently being recovered through 2040. (d)Dolet Hills Power Station is currently being recovered through 2026 in theLouisiana jurisdiction and through 2046 in theTexas jurisdiction. InDecember 2021 , the PUCT authorized the recovery of SWEPCo'sTexas jurisdictional share of theDolet Hills Power Station through 2046 without providing a return on the investment which resulted in a disallowance of$12 million . InMay 2022 , the APSC authorized the recovery of SWEPCo'sArkansas jurisdictional share of theDolet Hills Power Station through 2027 without providing a return on investment, which resulted in an immaterial disallowance in the second quarter of 2022. See Note 4 - Rate Matters for additional information. (e)Pirkey Plant is currently being recovered through 2025 in theLouisiana jurisdiction and through 2045 in theArkansas andTexas jurisdictions. (f)InNovember 2020 , management announced it will cease using coal at the Welsh Plant in 2028. (g)Welsh Plant, Unit 1 is being recovered through 2027 in theLouisiana jurisdiction and through 2037 in theArkansas andTexas jurisdictions. Welsh Plant, Unit 3 is being recovered through 2032 in theLouisiana jurisdiction and through 2042 in theArkansas andTexas jurisdictions. (h)Welsh Plant, Unit 2 is being recovered over the blended useful life of Welsh Plant, Units 1 and 3. Management is seeking or will seek regulatory recovery, as necessary, for any net book value remaining when the plants are retired. To the extent the net book value of these generation assets is not deemed recoverable, it could materially reduce future net income, cash flows and impact financial condition. 23 --------------------------------------------------------------------------------
RESULTS OF OPERATIONS SEGMENTS AEP's primary business is the generation, transmission and distribution of electricity. Within itsVertically Integrated Utilities segment, AEP centrally dispatches generation assets and manages its overall utility operations on an integrated basis because of the substantial impact of cost-based rates and regulatory oversight. Intersegment sales and transfers are generally based on underlying contractual arrangements and agreements.
AEP's reportable segments and their related business activities are outlined below:
•Generation, transmission and distribution of electricity for sale to retail and wholesale customers through assets owned and operated by AEGCo, APCo, I&M, KGPCo, KPCo, PSO, SWEPCo and WPCo.
•Transmission and distribution of electricity for sale to retail and wholesale customers through assets owned and operated byAEP Texas and OPCo. •OPCo purchases energy and capacity at auction to serve standard service offer customers and provides transmission and distribution services for all connected load. AEP Transmission Holdco •Development, construction and operation of transmission facilities through investments in AEPTCo. These investments haveFERC -approved ROE. •Development, construction and operation of transmission facilities through investments in AEP's transmission-only joint ventures. These investments have PUCT-approved orFERC -approved ROE.
Generation & Marketing
•Contracted renewable energy investments and management services.
•Marketing, risk management and retail activities in
The remainder of AEP's activities are presented as Corporate and Other. While not considered a reportable segment, Corporate and Other primarily includes the purchasing of receivables from certain AEP utility subsidiaries, Parent's guarantee revenue received from affiliates, investment income, interest income and interest expense and other nonallocated costs. The following discussion of AEP's results of operations by operating segment includes an analysis of Gross Margin, which is a non-GAAP financial measure. Gross Margin includes Total Revenues less the costs of Fuel and Other Consumables Used for Electric Generation, as well as Purchased Electricity for Resale, as presented in the Registrants' statements of income as applicable. Under the various state utility rate making processes, these expenses are generally reimbursable directly from and billed to customers. As a result, they do not typically impact Operating Income or Earnings Attributable to AEP Common Shareholders. Management believes that Gross Margin provides a useful measure for investors and other financial statement users to analyze AEP's financial performance in that it excludes the effect on Total Revenues caused by volatility in these expenses. Operating Income, which is presented in accordance with GAAP in AEP's statements of income, is the most directly comparable GAAP financial measure to the presentation of Gross Margin. AEP's definition of Gross Margin may not be directly comparable to similarly titled financial measures used by other companies. 24 --------------------------------------------------------------------------------
The following table presents Earnings (Loss) Attributable to AEP Common Shareholders by segment:
Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (in millions) Vertically Integrated Utilities$ 476.9 $ 437.7 $ 1,076.3 $ 936.3 Transmission and Distribution Utilities 165.5 155.9 483.1 424.0 AEP Transmission Holdco 170.5 166.8 485.4 507.5 Generation & Marketing 97.5 100.7 284.3 189.7 Corporate and Other (226.7) (65.1) (406.2) (108.3) Earnings Attributable to AEP Common Shareholders$ 683.7 $ 796.0 $ 1,922.9 $ 1,949.2 AEP CONSOLIDATED
Third Quarter of 2022 Compared to Third Quarter of 2021
Earnings Attributable to AEP Common Shareholders decreased from
•A loss on the expected sale of the Kentucky Operations. •An increase in depreciation expense due to continued investment.
This decrease was partially offset by:
•Favorable rate proceedings in AEP's various jurisdictions.
Nine Months Ended
Earnings Attributable to AEP Common Shareholders decreased from
•A loss on the expected sale of the Kentucky Operations.
•An impairment of AEP's equity investment in
These decreases were partially offset by:
•A gain on the sale of mineral rights. •Favorable rate proceedings in AEP's various jurisdictions. •Increased sales volumes. •Favorable mark-to-market economic hedge activity driven by higher commodity prices.
AEP's results of operations by operating segment are discussed below.
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VERTICALLY INTEGRATED UTILITIES
Three Months Ended Nine Months EndedSeptember 30 ,September 30 ,Vertically Integrated Utilities 2022
2021 2022 2021 (in millions) Revenues$ 3,226.3 $ 2,759.3 $ 8,562.2 $ 7,557.2 Fuel and Purchased Electricity 1,191.9 855.3 2,895.8 2,364.7 Gross Margin 2,034.4 1,904.0 5,666.4 5,192.5 Other Operation and Maintenance 834.0 796.9 2,383.1 2,240.6 Asset Impairments and Other Related Charges 24.9 - 24.9 - Establishment of 2017-2019 Virginia Triennial Review Regulatory Asset (37.0) - (37.0) - Depreciation and Amortization 520.6 436.3 1,525.0 1,302.2 Taxes Other Than Income Taxes 130.1 124.1 383.9 375.6 Operating Income 561.8 546.7 1,386.5 1,274.1 Other Income 9.0 4.1 24.9 9.9 Allowance for Equity Funds Used During Construction 6.0 9.6 20.4 30.3 Non-Service Cost Components of Net Periodic Benefit Cost 27.4 17.0 82.4 51.0 Interest Expense (168.8) (144.3) (477.1) (425.5) Income Before Income Tax Expense (Benefit) and Equity Earnings 435.4 433.1 1,037.1 939.8 Income Tax Expense (Benefit) (41.2) (4.6) (41.3) 3.4 Equity Earnings of Unconsolidated Subsidiary 0.3 1.0 1.0 2.5 Net Income 476.9 438.7 1,079.4 938.9 Net Income Attributable to Noncontrolling Interests - 1.0 3.1 2.6 Earnings Attributable to AEP Common Shareholders$ 476.9 $ 437.7 $ 1,076.3 $ 936.3 Summary of KWh Energy Sales forVertically Integrated Utilities Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (in millions of KWhs) Retail: Residential 9,115 9,119 25,379 25,125 Commercial 6,640 6,468 18,069 17,396 Industrial 8,862 8,485 25,930 24,798 Miscellaneous 623 604 1,745 1,672 Total Retail 25,240 24,676 71,123 68,991 Wholesale (a) 4,254 5,713 12,388 14,842 Total KWhs 29,494 30,389 83,511 83,833
(a)Includes Off-system Sales, municipalities and cooperatives, unit power and other wholesale customers.
26 -------------------------------------------------------------------------------- Heating degree days and cooling degree days are metrics commonly used in the utility industry as a measure of the impact of weather on revenues. In general, degree day changes in the eastern region have a larger effect on revenues than changes in the western region due to the relative size of the two regions and the number of customers within each region. Summary of Heating and Cooling Degree Days forVertically Integrated Utilities Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (in degree days)Eastern Region Actual - Heating (a) 8 1 1,750 1,710 Normal - Heating (b) 4 4 1,748 1,742 Actual - Cooling (c) 783 847 1,178 1,209 Normal - Cooling (b) 745 744 1,082 1,087Western Region Actual - Heating (a) - - 930 993 Normal - Heating (b) - 1 906 901 Actual - Cooling (c) 1,653 1,485 2,558 2,163 Normal - Cooling (b) 1,413 1,410 2,134 2,137
(a)Heating degree days are calculated on a 55 degree temperature base. (b)Normal Heating/Cooling represents the thirty-year average of degree days. (c)Cooling degree days are calculated on a 65 degree temperature base.
27 --------------------------------------------------------------------------------
Third Quarter of 2022 Compared to Third Quarter of 2021
Reconciliation of Third Quarter of 2021 to Third Quarter
of 2022
Earnings Attributable to AEP Common Shareholders fromVertically Integrated Utilities (in millions) Third Quarter of 2021$ 437.7 Changes in Gross Margin: Retail Margins 92.7 Margins from Off-system Sales 8.3 Transmission Revenues 21.9 Other Revenues 7.5 Total Change in Gross Margin 130.4 Changes in Expenses and Other: Other Operation and Maintenance (37.1) Asset Impairments and Other Related Charges (24.9)
Establishment of 2017-2019 Virginia Triennial Review Regulatory Asset
37.0 Depreciation and Amortization (84.3) Taxes Other Than Income Taxes (6.0) Other Income 4.9 Allowance for Equity Funds Used During Construction (3.6) Non-Service Cost Components of Net Periodic Pension Cost 10.4 Interest Expense (24.5) Total Change in Expenses and Other (128.1) Income Tax Benefit 36.6 Equity Earnings of Unconsolidated Subsidiary (0.7) Net Income Attributable to Noncontrolling Interests 1.0 Third Quarter of 2022$ 476.9
The major components of the increase in Gross Margin, defined as revenues less the related direct cost of fuel, including consumption of chemicals and emissions allowances, and purchased electricity were as follows:
•Retail Margins increased$93 million primarily due to the following: •A$47 million increase at PSO due to a$26 million increase in base rate revenues and a$21 million increase in rider revenues. These increases were partially offset in other expense items below. •A$40 million increase at SWEPCo primarily due to base rate revenue increases inTexas andArkansas and an increase in rider revenues in all jurisdictions. These increases were partially offset in other expense items below. •A$22 million increase at APCo and WPCo due to an increase in rider revenues inVirginia andWest Virginia . This increase was partially offset in other expense items below. •A$15 million increase at I&M primarily due to an increase in rider revenues. This increase was partially offset in other expense items below. •An$11 million increase in weather-related usage primarily in the residential class. These increases were partially offset by: •A$47 million decrease at PSO and SWEPCo resulting from the NCWF PTC benefits provided to customers through fuel clause mechanisms. This decrease was partially offset in Income Tax Benefit below. 28 -------------------------------------------------------------------------------- •A$10 million decrease in weather-normalized retail margins primarily in the residential class. •Margins from Off-system Sales increased$8 million primarily due to the following: •A$7 million increase due to an increase in Turk Plant merchant sales at SWEPCo. •A$3 million increase at APCo primarily due to increased generation and strong market pricing. •Transmission Revenues increased$22 million primarily due to continued investment in transmission assets and increased load. •Other Revenues increased$8 million primarily due to an increase in pole attachment rental revenue.
Expenses and Other and Income Tax Expense changed between years as follows:
•Other Operation and Maintenance expenses increased$37 million primarily due to the following: •A$15 million increase in PJM transmission services. This increase was partially offset in Retail Margins above. •A$13 million increase in SPP transmission services. This increase was partially offset in Retail Margins above. •An$11 million increase due to the expensing of cancelled capital projects. •An$11 million increase in generation expenses primarily due to plant outages and maintenance at APCo and I&M. •A$6 million increase in storm restoration expenses. •A$5 million increase in distribution system improvements across multiple operating companies. •A$5 million increase in Energy Efficiency/Demand Response expenses. This increase was partially offset in Retail Margins above. These increases were partially offset by: •A$36 million decrease due to the modification of the Rockport Plant, Unit 2 lease which resulted in a change in lease classification from an operating lease to a finance lease inDecember 2021 at AEGCo and I&M. This decrease is offset in Depreciation and Amortization expense below. •Asset Impairments and Other Related Charges increased$25 million at APCo due to the write-off of a regulatory asset in accordance with theAugust 2022 Virginia Supreme Court opinion related to the 2017-2019 Virginia Triennial review. •Establishment of 2017-2019 Virginia Triennial Review Regulatory Asset increased$37 million at APCo due to the establishment of a regulatory asset based on anAugust 2022 Virginia Supreme Court opinion and resulting under-earning during the 2017-2019 Triennial Review. •Depreciation and Amortization expenses increased$84 million primarily due to the following: •A$45 million increase due to a higher depreciable base primarily at APCo, I&M, PSO and SWEPCo and the implementation of new rates and the timing of refunds to customers under rate rider mechanisms at PSO and inArkansas andTexas for SWEPCo. The increase due to implementation of new rates and the timing of refunds to customers under rate rider mechanisms at PSO was partially offset in Retail Margins above. •A$39 million increase due to the modification of the Rockport Plant, Unit 2 lease which resulted in a change in lease classification from an operating lease to a finance lease inDecember 2021 at AEGCo and I&M. This increase was partially offset in Other Operation and Maintenance expenses above. •Taxes Other Than Income Taxes increased$6 million due to the following: •A$9 million increase at PSO and SWEPCo primarily due to increased property taxes and a new infrastructure fee at PSO implemented by theCity of Tulsa inMarch 2022 . This increase was partially offset in Retail Margins above. This increase was partially offset by: •A$5 million decrease at I&M primarily due to the repeal of the Indiana Utility Receipts Tax inJuly 2022 . This decrease was partially offset in Retail Margins above. •Other Income increased$5 million at PSO primarily due to carrying charges on regulatory assets resulting from theFebruary 2021 severe winter weather event. •Allowance forEquity Funds Used During Construction decreased$4 million primarily due to a decrease in AFUDC equity rates at APCo. 29 -------------------------------------------------------------------------------- •Non-Service Cost Components of Net Periodic Benefit Cost decreased$10 million primarily due to an increase in discount rates, an increase in the expected return on plan assets and favorable plan returns in 2021. •Interest Expense increased$25 million primarily due to higher long-term debt balances at APCo, PSO and SWEPCo, increased Advances from Affiliates at SWEPCo and higher interest rates at APCo. •Income Tax Benefit increased$37 million primarily due to an increase in PTCs partially offset by a decrease in amortization of Excess ADIT. These items were partially offset in Retail Margins above. 30 --------------------------------------------------------------------------------
Nine Months Ended
Reconciliation of Nine Months Ended
Earnings Attributable to AEP Common Shareholders from
(in millions) Nine Months Ended September 30, 2021$ 936.3 Changes in Gross Margin: Retail Margins 404.6 Margins from Off-system Sales (18.9) Transmission Revenues 66.8 Other Revenues 21.4 Total Change in Gross Margin 473.9 Changes in Expenses and Other: Other Operation and Maintenance (142.5) Asset Impairments and Other Related Charges (24.9)
Establishment of 2017-2019 Virginia Triennial Review Regulatory Asset
37.0 Depreciation and Amortization (222.8) Taxes Other Than Income Taxes (8.3) Other Income 15.0 Allowance for Equity Funds Used During Construction (9.9) Non-Service Cost Components of Net Periodic Pension Cost 31.4 Interest Expense (51.6) Total Change in Expenses and Other (376.6) Income Tax Expense 44.7 Equity Earnings of Unconsolidated Subsidiary (1.5) Net Income Attributable to Noncontrolling Interests (0.5) Nine Months Ended September 30, 2022$ 1,076.3
The major components of the increase in Gross Margin, defined as revenues less the related direct cost of fuel, including consumption of chemicals and emissions allowances, and purchased electricity were as follows:
•Retail Margins increased$405 million primarily due to the following: •A$111 million increase at APCo and WPCo due to an increase in rider revenues inVirginia andWest Virginia . This increase was partially offset in other expense items below. •A$95 million increase at PSO due to a$51 million increase in base rate revenues and a$44 million increase in rider revenues. These increases were partially offset in other expense items below. •An$80 million increase at SWEPCo primarily due to base rate revenue increases inTexas andArkansas and an increase in rider revenues in all retail jurisdictions. These increases were partially offset in other expense items below. •A$43 million increase at I&M due to an increase in rider revenues offset by lower wholesale true-ups. This increase was partially offset in other expense items below. •A$41 million increase in weather-related usage primarily in the residential class. •A$35 million increase in weather-normalized retail margins primarily in the commercial class. 31 -------------------------------------------------------------------------------- These increases were partially offset by: •A$62 million decrease at PSO and SWEPCo resulting from the NCWF PTC benefits provided to customers through fuel clause mechanisms. This decrease was partially offset in Income Tax Expense below. •Margins from Off-system Sales decreased$19 million primarily due to the following: •A$10 million decrease due to Turk Plant merchant sales as a result of theFebruary 2021 severe winter weather event at SWEPCo. •A$7 million decrease at KPCo due to a change in the OSS sharing arrangement. •Transmission Revenues increased$67 million primarily due to the following: •A$47 million increase in continued investment in transmission assets and increased load. •A$20 million increase in formula rate true-up activity. •Other Revenues increased$21 million primarily due to the following: •A$7 million increase at APCo primarily due to business development revenue. This increase was partially offset in Other Operation and Maintenance expenses below. •A$6 million increase at I&M primarily due to a gain on sale of allowances and economic hedging activities. The gain on the sale of allowances was partially offset in Retail Margins above. •A$3 million increase at KPCo primarily due to rental revenue from pole attachments, a gain on the sale of allowances and business development revenue.
Expenses and Other and Income Tax Expense changed between years as follows:
•Other Operation and Maintenance expenses increased$143 million primarily due to the following: •A$96 million increase in PJM transmission services. This increase was partially offset in Retail Margins above. •A$62 million increase in generation expenses primarily due to outages and maintenance at APCo, I&M and PSO. •A$25 million increase in SPP transmission services. This increase was partially offset in Retail Margins above. •A$16 million increase in storm restoration expenses. •A$12 million increase in Energy Efficiency/Demand Response expenses. This increase was partially offset in Retail Margins above. •An$11 million increase in employee-related expenses. •An$11 million increase due to the expensing of cancelled capital projects. These increases were partially offset by: •A$108 million decrease due to the modification of the Rockport Plant, Unit 2 lease which resulted in a change in lease classification from an operating lease to a finance lease inDecember 2021 at AEGCo and I&M. This decrease is offset in Depreciation and Amortization expense below. •Asset Impairments and Other Related Charges increased$25 million at APCo due to the write-off of a regulatory asset in accordance with theAugust 2022 Virginia Supreme Court opinion related to the 2017-2019 Virginia Triennial review. •Establishment of 2017-2019 Virginia Triennial Review Regulatory Asset increased$37 million at APCo due to the establishment of a regulatory asset based on anAugust 2022 Virginia Supreme Court opinion and resulting under-earning during the 2017-2019 Triennial Review. •Depreciation and Amortization expenses increased$223 million primarily due to the following: •A$117 million increase due to the modification of the Rockport Plant, Unit 2 lease which resulted in a change in lease classification from an operating lease to a finance lease inDecember 2021 at AEGCo and I&M. This increase was partially offset in Other Operation and Maintenance expenses above. •A$106 million increase due to a higher depreciable base primarily at APCo, I&M, PSO and SWEPCo, the implementation of new rates and the timing of refunds to customers under rate rider mechanisms at PSO and inArkansas andTexas for SWEPCo. The increase due to implementation of new rates and the timing of refunds to customers under rate rider mechanisms at PSO was partially offset in Retail Margins above. 32 -------------------------------------------------------------------------------- •Taxes Other Than Income Taxes increased$8 million primarily due to the following: •A$13 million increase at PSO and SWEPCo primarily due to increased property taxes and a new infrastructure fee at PSO implemented by theCity of Tulsa inMarch 2022 . This increase was partially offset in Retail Margins above. •A$4 million increase at APCo primarily due to an increase in property taxes driven by additional investments in transmission and distribution assets and higher tax rates. These increases were partially offset by: •An$8 million decrease at I&M primarily due to the repeal of theIndiana Utility Receipts Tax inJuly 2022 . This decrease was partially offset in Retail Margins above. •Other Income increased$15 million primarily due to carrying charges on regulatory assets resulting from theFebruary 2021 severe winter weather event at PSO and SWEPCo. •Allowance forEquity Funds Used During Construction decreased$10 million primarily due to a decrease in AFUDC equity rates primarily at APCo. •Non-Service Cost Components of Net Periodic Benefit Cost decreased$31 million primarily due to an increase in discount rates, an increase in the expected return on plan assets and favorable plan returns in 2021. •Interest Expense increased$52 million primarily due to higher long-term debt balances at APCo, PSO and SWEPCo, increased Advances from Affiliates at SWEPCo, higher interest rates at APCo and a debt issuance at I&M inApril 2021 . •Income Tax Expense decreased$45 million primarily due to the following: •An$81 million increase in PTCs. This increase was partially offset in Retail Margins above. •A$7 million decrease in state taxes. These decreases were partially offset by: •A$19 million increase due to an increase in pretax book income. •A$14 million decrease in amortization of Excess ADIT. The decrease in amortization of Excess ADIT was partially offset in Gross Margin above. •A$14 million decrease in Parent Company Loss Benefit. 33 --------------------------------------------------------------------------------
TRANSMISSION AND DISTRIBUTION UTILITIES
Three Months Ended Nine Months EndedSeptember 30 ,September 30 ,Transmission and Distribution Utilities 2022
2021 2022 2021 (in millions) Revenues$ 1,530.2 $ 1,200.3 $ 4,078.6 $ 3,391.8 Purchased Electricity 399.5 188.1 884.8 561.6 Gross Margin 1,130.7 1,012.2 3,193.8 2,830.2 Other Operation and Maintenance 503.6 442.6 1,373.2 1,168.6 Depreciation and Amortization 188.3 164.6 559.5 515.8 Taxes Other Than Income Taxes 176.7 167.5 504.9 483.5 Operating Income 262.1 237.5 756.2 662.3 Other Income 1.4 0.5 3.7 2.2 Allowance for Equity Funds Used During Construction 9.3 11.3 23.6 24.3 Non-Service Cost Components of Net Periodic Benefit Cost 11.9 7.3 35.7 21.8 Interest Expense (85.4) (77.3) (242.2) (228.8) Income Before Income Tax Expense and Equity Earnings 199.3 179.3 577.0 481.8 Income Tax Expense 33.8 23.4 94.7 57.8 Equity Earnings of Unconsolidated Subsidiary - - 0.8 - Net Income 165.5 155.9 483.1 424.0 Net Income Attributable to Noncontrolling Interests - - - -
Earnings Attributable to AEP Common Shareholders
155.9$ 483.1 $ 424.0 Summary of KWh Energy Sales forTransmission and Distribution Utilities Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (in millions of KWhs) Retail: Residential 8,033 8,093 21,599 21,082 Commercial 7,538 7,125 20,478 19,189 Industrial 6,554 6,048 19,131 17,667 Miscellaneous 210 207 578 558 Total Retail (a) 22,335 21,473 61,786 58,496 Wholesale (b) 587 644 1,723 1,692 Total KWhs 22,922 22,117 63,509 60,188
(a)Represents energy delivered to distribution customers. (b)Primarily Ohio's contractually obligated purchases of OVEC power sold to PJM.
34 -------------------------------------------------------------------------------- Heating degree days and cooling degree days are metrics commonly used in the utility industry as a measure of the impact of weather on revenues. In general, degree day changes in the eastern region have a larger effect on revenues than changes in the western region due to the relative size of the two regions and the number of customers within each region. Summary of Heating and Cooling Degree Days for Transmission and Distribution Utilities Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (in degree days)Eastern Region Actual - Heating (a) 8 1 2,078 1,993 Normal - Heating (b) 5 5 2,077 2,071 Actual - Cooling (c) 755 787 1,115 1,148 Normal - Cooling (b) 688 689 989 996Western Region Actual - Heating (a) - - 278 319 Normal - Heating (b) - - 193 188 Actual - Cooling (d) 1,478 1,308 2,701 2,278 Normal - Cooling (b) 1,382 1,379 2,433 2,436 (a)Heating degree days are calculated on a 55 degree temperature base. (b)Normal Heating/Cooling represents the thirty-year average of degree days. (c)Eastern Region cooling degree days are calculated on a 65 degree temperature base. (d)Western Region cooling degree days are calculated on a 70 degree temperature base. 35 --------------------------------------------------------------------------------
Third Quarter of 2022 Compared to Third Quarter of 2021
Reconciliation of Third Quarter of 2021 to Third Quarter
of 2022
Earnings Attributable to AEP Common Shareholders fromTransmission and Distribution Utilities (in millions) Third Quarter of 2021$ 155.9 Changes in Gross Margin: Retail Margins 74.9 Margins from Off-system Sales 21.8 Transmission Revenues 11.4 Other Revenues 10.4 Total Change in Gross Margin 118.5 Changes in Expenses and Other: Other Operation and Maintenance (61.0) Depreciation and Amortization (23.7) Taxes Other Than Income Taxes (9.2) Other Income 0.9 Allowance for Equity Funds Used During Construction (2.0) Non-Service Cost Components of Net Periodic Benefit Cost 4.6 Interest Expense (8.1) Total Change in Expenses and Other (98.5) Income Tax Expense (10.4) Third Quarter of 2022$ 165.5
The major components of the increase in Gross Margin, defined as revenues less the related direct cost of purchased electricity were as follows:
•Retail Margins increased$75 million primarily due to the following: •A$31 million increase due to interim rate increases driven by increased distribution and transmission investment inTexas . •A$21 million net increase in Ohio Basic Transmission Cost Rider revenues and recoverable PJM expenses. This increase was partially offset in Other Operation and Maintenance expenses below. •A$7 million increase in weather-related usage inTexas primarily due to a 13% increase in cooling degree days. •A$6 million increase in revenue from rate riders inTexas . This increase was partially offset in other expense items below. •A$4 million increase in weather-related usage inOhio primarily due to the end of decoupling. •Margins from Off-system Sales increased$22 million primarily due to the following: •A$17 million increase in off-system sales at OVEC inOhio due to higher market prices. This increase was offset in Retail Margins above and Other Revenues below. •A$5 million increase in deferrals of OVEC costs inOhio . This increase was offset in Retail Margins above and Other Revenues below. •Transmission Revenues increased$11 million primarily due to interim rate increases driven by increased transmission investment inTexas . 36 -------------------------------------------------------------------------------- •Other Revenues increased$10 million primarily due to the following: •A$19 million increase in securitization revenues due toAEP Texas Central Transition Funding II LLC bonds that matured inJuly 2020 and final refunds that were completed in 2021. This increase was offset in Depreciation and Amortization expenses and Interest Expense below. This increase was partially offset by: •A$13 million decrease due to third-party Legacy Generation Resource Rider revenue related to the recovery of OVEC costs inOhio . This decrease was offset in Retail Margins and Margins from Off-system Sales above.
Expenses and Other and Income Tax Expense changed between years as follows:
•Other Operation and Maintenance expenses increased$61 million primarily due to the following: •A$21 million increase inERCOT transmission expenses. This increase was partially offset in Retail Margins and Transmission Revenues above. •A$14 million increase in transmission expenses inOhio primarily due to an increase in recoverable PJM expenses. This increase was offset in Retail Margins above. •A$6 million increase in distribution-related expenses inTexas . •A$5 million increase in remittedUniversal Service Fund surcharge payments to theOhio Department of Development to fund an energy assistance program for qualifiedOhio customers. This increase was offset in Retail Margins above. •A$5 million increase in recoverable distribution expenses inOhio primarily related to vegetation management. This increase was offset in Retail Margins above. •Depreciation and Amortization expenses increased$24 million primarily due to the following: •A$19 million increase in securitization amortizations primarily due to prior yearAEP Texas Central Transition Funding II LLC bonds that matured inJuly 2020 and final refunds that were completed in 2021. This increase was offset in Other Revenues above. •A$6 million increase due to a higher depreciable base of transmission and distribution assets inTexas . •A$4 million increase in recoverable advanced metering system depreciable expenses inTexas . These increases were partially offset by: •A$6 million decrease in recoverable Distribution Investment Rider depreciable expenses inOhio . This decrease was offset in Retail Margins above. •Taxes Other Than Income Taxes increased$9 million primarily due to property taxes as a result of increased distribution and transmission investment and higher tax rates. •Non-Service Cost Components of Net Periodic Benefit Cost decreased$5 million primarily due to an increase in discount rates, an increase in the expected return on plan assets and favorable plan returns in 2021. •Interest Expense increased$8 million primarily due to the following: •An$11 million increase inTexas primarily due to higher long-term debt balances and higher interest rates. This increase was partially offset by: •A$3 million decrease inOhio primarily due to the retirement of a higher rate bond, partially offset by the issuance of a lower rate bond in 2021. •Income Tax Expense increased$10 million primarily due to an increase in pretax book income and a decrease in amortization of Excess ADIT. The decrease in amortization of Excess ADIT was offset in Gross Margin above. 37 --------------------------------------------------------------------------------
Nine Months Ended
Reconciliation of Nine Months Ended
Earnings Attributable to AEP Common Shareholders from
(in millions) Nine Months Ended September 30, 2021$ 424.0 Changes in Gross Margin: Retail Margins 290.0 Margins from Off-system Sales 47.8 Transmission Revenues 50.0 Other Revenues (24.2) Total Change in Gross Margin 363.6 Changes in Expenses and Other: Other Operation and Maintenance (204.6) Depreciation and Amortization (43.7) Taxes Other Than Income Taxes (21.4) Other Income 1.5 Allowance for Equity Funds Used During Construction (0.7) Non-Service Cost Components of Net Periodic Benefit Cost 13.9 Interest Expense (13.4) Total Change in Expenses and Other (268.4) Income Tax Expense (36.9) Equity Earnings of Unconsolidated Subsidiary 0.8 Nine Months Ended September 30, 2022$ 483.1
The major components of the increase in Gross Margin, defined as revenues less the related direct cost of purchased electricity were as follows:
•Retail Margins increased$290 million primarily due to the following: •An$85 million net increase in Ohio Basic Transmission Cost Rider revenues and recoverable PJM expenses. This increase was partially offset in Other Operation and Maintenance expenses below. •A$70 million increase due to interim rate increases driven by increased distribution and transmission investment inTexas . •A$31 million increase due to prior year refunds of Excess ADIT to customers inTexas . This increase was offset in Income Tax Expense below. •A$28 million increase in weather-normalized margins primarily from the commercial class. •A$25 million increase related to various rider revenues inOhio . This increase was partially offset in Margins from Off-system Sales, Other Revenues and other expense items below. •A$20 million increase in revenue from rate riders inTexas . This increase was partially offset in other expense items below. •A$15 million increase in weather-related usage inTexas primarily due to a 19% increase in cooling degree days, partially offset by a 13% decrease in heating degree days. •An$8 million increase in weather-related usage inOhio primarily due to the end of decoupling. •Margins from Off-system Sales increased$48 million primarily due to the following: •A$54 million increase in off-system sales at OVEC inOhio due to higher market prices and volume. This increase was offset in Retail Margins above and Other Revenues below. 38 -------------------------------------------------------------------------------- This increase was partially offset by: •A$6 million decrease in deferrals of OVEC costs inOhio . This decrease was offset in Retail Margins above and Other Revenues below. •Transmission Revenues increased$50 million primarily due to the following: •A$46 million increase due to interim rate increases driven by increased transmission investment inTexas . •A$7 million increase due to prior year refunds to customers associated with the most recent base rate case inTexas . This increase was offset in Other Revenues below. •A$7 million increase due to continued investment in transmission assets inOhio . These increases were partially offset by: •An$11 million decrease due to transmission formula rate true-up activity inOhio . •Other Revenues decreased$24 million primarily due to the following: •A$29 million decrease primarily due to third-party Legacy Generation Resource Rider revenue related to the recovery of OVEC costs inOhio . This decrease was offset in Retail Margins and Margins from Off-system Sales above. •A$12 million decrease due to prior year refunds to customers associated with the most recent base rate case inTexas . This decrease was partially offset in Retail Margins and Transmission Revenues above. •A$5 million decrease in energy efficiency revenues inTexas . These decreases were partially offset by: •A$20 million increase in securitization revenues due toAEP Texas Central Transition Funding II LLC bonds that matured inJuly 2020 and final refunds that were completed in 2021. This increase was offset in Depreciation and Amortization expenses and Interest Expense below.
Expenses and Other and Income Tax Expense changed between years as follows:
•Other Operation and Maintenance expenses increased$205 million primarily due to the following: •A$67 million increase in transmission expenses inOhio primarily due to the following: •A$67 million increase in recoverable PJM expenses. This increase was offset in Retail Margins above. •A$6 million increase in transmission vegetation management expenses. These increases were partially offset by: •A$10 million decrease in transmission formula rate true-up activity. •A$46 million increase inERCOT transmission expenses. This increase was partially offset in Retail Margins and Transmission Revenues above. •A$20 million increase in employee-related expenses. •A$19 million increase in bad debt-related expenses, including$8 million in 2022 due to Bad Debt Rider over-recovery inOhio . This increase was offset in Retail Margins above. •A$15 million increase in recoverable distribution expenses inOhio primarily related to vegetation management. This increase was offset in Retail Margins above. •A$14 million increase in remittedUniversal Services Fund surcharge payments to theOhio Department of Development to fund an energy assistance program for qualifiedOhio customers. This increase was offset in Retail Margins above. •A$13 million increase in distribution-related expenses inTexas . •Depreciation and Amortization expenses increased$44 million primarily due to the following: •A$24 million increase due to a higher depreciable base and amortizations of transmission and distribution assets inTexas . •A$19 million increase in securitization amortizations primarily due to prior yearAEP Texas Central Transition Funding II LLC bonds that matured inJuly 2020 and final refunds that were completed in 2021. This increase was offset in Other Revenues above. •An$11 million increase in recoverable advanced metering system depreciable expenses inTexas . These increases were partially offset by: •A$6 million decrease in recoverable smart grid depreciable expenses inOhio . This decrease was offset in Retail Margins above. 39 -------------------------------------------------------------------------------- •A$6 million decrease in recoverable Distribution Investment Rider depreciable expenses inOhio . This decrease was offset in Retail Margins above. •Taxes Other Than Income Taxes increased$21 million primarily due to increased property taxes driven by additional investments in transmission and distribution assets and higher tax rates. •Non-Service Cost Components of Net Periodic Benefit Cost decreased$14 million primarily due to an increase in discount rates, an increase in the expected return on plan assets and favorable plan returns in 2021. •Interest Expense increased$13 million primarily due to the following: •A$21 million increase inTexas primarily due to higher long-term debt balances and higher interest rates. This increase was partially offset by: •A$7 million decrease inOhio primarily due to the retirement of a higher rate bond, partially offset by the issuance of a lower rate bond in 2021. •Income Tax Expense increased$37 million primarily due to an increase in pretax book income and a decrease in amortization of Excess ADIT. The decrease in amortization of Excess ADIT is partially offset in Gross Margin above. 40 -------------------------------------------------------------------------------- AEP TRANSMISSION HOLDCO Three Months Ended Nine Months Ended September 30, September 30, AEP Transmission Holdco 2022 2021 2022 2021 (in millions) Transmission Revenues$ 430.9 $ 391.6 $ 1,221.1 $ 1,146.8 Other Operation and Maintenance 46.5 40.3 114.4 96.9 Depreciation and Amortization 89.5 78.1 262.7 225.5 Taxes Other Than Income Taxes 70.5 62.7 207.9 183.4 Operating Income 224.4 210.5 636.1 641.0 Interest and Investment Income 0.7 0.3 1.1 0.7 Allowance for Equity Funds Used During Construction 20.3 16.1 51.2 49.3 Non-Service Cost Components of Net Periodic Benefit Cost 1.3 0.5 3.8 1.6 Interest Expense (44.4) (37.6) (124.2) (108.4) Income Before Income Tax Expense and Equity Earnings 202.3 189.8 568.0 584.2 Income Tax Expense 52.1 42.0 141.9 131.2 Equity Earnings of Unconsolidated Subsidiary 21.2 20.1 61.7 57.7 Net Income 171.4 167.9 487.8 510.7 Net Income Attributable to Noncontrolling Interests 0.9 1.1 2.4 3.2
Earnings Attributable to AEP Common Shareholders
$ 166.8 $ 485.4 $ 507.5 Summary of Investment in Transmission Assets for AEP Transmission Holdco September 30, 2022 2021 (in millions) Plant in Service$ 12,455.2 $
11,256.0
Construction Work in Progress 1,752.7
1,609.6
Accumulated Depreciation and Amortization 986.3
758.1
Total Transmission Property, Net$ 13,221.6 $
12,107.5
41 --------------------------------------------------------------------------------
Third Quarter of 2022 Compared to Third Quarter of 2021
Reconciliation of Third Quarter of 2021 to Third Quarter of 2022
Earnings Attributable to AEP Common Shareholders from AEP Transmission Holdco (in millions) Third Quarter of 2021$ 166.8 Changes in Transmission Revenues: Transmission Revenues 39.3 Total Change in Transmission Revenues 39.3 Changes in Expenses and Other: Other Operation and Maintenance (6.2) Depreciation and Amortization (11.4) Taxes Other Than Income Taxes (7.8) Interest and Investment Income 0.4 Allowance forEquity Funds Used During Construction 4.2 Non-Service Cost Components of Net Periodic Pension Cost 0.8 Interest Expense (6.8) Total Change in Expenses and Other (26.8) Income Tax Expense (10.1) Equity Earnings of Unconsolidated Subsidiary 1.1 Net Income Attributable to Noncontrolling Interests 0.2 Third Quarter of 2022$ 170.5
The major components of the increase in transmission revenues, which consists of wholesale sales to affiliates and nonaffiliates, were as follows:
•Transmission Revenues increased
Expenses and Other and Income Tax Expense changed between years as follows:
•Other Operation and Maintenance expenses increased$6 million primarily due to cancelled capital projects. •Depreciation and Amortization expenses increased$11 million primarily due to a higher depreciable base. •Taxes Other Than Income Taxes increased$8 million primarily due to higher property taxes as a result of increased transmission investment. •Allowance forEquity Funds Used During Construction increased$4 million primarily due to higher CWIP. •Interest Expense increased$7 million primarily due to higher long-term debt balances. •Income Tax Expense increased$10 million primarily due to an increase in pretax book income and a decrease in parent company loss benefit. 42 --------------------------------------------------------------------------------
Nine Months Ended
Reconciliation of Nine Months Ended
September 30, 2022 Earnings Attributable to AEP Common Shareholders from AEP Transmission Holdco (in millions) Nine Months EndedSeptember 30, 2021 $ 507.5 Changes in Transmission Revenues: Transmission Revenues 74.3 Total Change in Transmission Revenues 74.3 Changes in Expenses and Other: Other Operation and Maintenance (17.5) Depreciation and Amortization (37.2) Taxes Other Than Income Taxes (24.5) Interest and Investment Income 0.4 Allowance forEquity Funds Used During Construction 1.9 Non-Service Cost Components of Net Periodic Pension Cost 2.2 Interest Expense (15.8) Total Change in Expenses and Other (90.5) Income Tax Expense (10.7) Equity Earnings of Unconsolidated Subsidiary 4.0 Net Income Attributable to Noncontrolling Interests 0.8 Nine Months EndedSeptember 30, 2022 $ 485.4 The major components of the increase in transmission revenues, which consists of wholesale sales to affiliates and nonaffiliates, were as follows: •Transmission Revenues increased$74 million primarily due to the following: •A$117 million increase due to continued investment in transmission assets. This increase was partially offset by: •A$30 million decrease due to the affiliated annual transmission formula rate true-up. This decrease was offset in Other Operation and Maintenance expense across the other Registrant Subsidiaries. •A$13 million decrease due to the nonaffiliated annual transmission formula rate true-up. Expenses and Other, Income Tax Expense and Equity Earnings of Unconsolidated Subsidiary changed between years as follows: •Other Operation and Maintenance expenses increased$18 million primarily due to the following: •A$15 million increase in employee-related expenses. •A$5 million increase due to cancelled capital projects. •Depreciation and Amortization expenses increased$37 million primarily due to a higher depreciable base. •Taxes Other Than Income Taxes increased$25 million primarily due to higher property taxes as a result of increased transmission investment. •Interest Expense increased$16 million primarily due to higher long-term debt balances. •Income Tax Expense increased$11 million primarily due to a decrease in parent company loss benefit, partially offset by a decrease in pretax book income. •Equity Earnings of Unconsolidated Subsidiary increased$4 million primarily due to higher pretax equity earnings for ETT, partially offset by lower pretax equity earnings for Pioneer. 43 --------------------------------------------------------------------------------
GENERATION & MARKETING
Three Months Ended Nine Months Ended September 30, September 30, Generation & Marketing 2022 2021 2022 2021 (in millions) Revenues$ 735.4 $ 621.1 $ 2,014.3 $ 1,691.9 Fuel, Purchased Electricity and Other 566.1 444.7 1,534.0 1,368.7 Gross Margin 169.3 176.4 480.3 323.2 Other Operation and Maintenance 44.7 38.2 71.2 98.8 Gain on Sale of Mineral Rights - - (116.3) - Depreciation and Amortization 23.1 21.1 68.8 59.7 Taxes Other Than Income Taxes 3.1 2.6 9.3 8.1 Operating Income 98.4 114.5 447.3 156.6 Interest and Investment Income 12.5 1.3 21.4 2.4 Non-Service Cost Components of Net Periodic Benefit Cost 5.1 3.8 15.4 11.5 Interest Expense (16.7) (4.0) (30.7) (11.1) Income Before Income Tax Expense (Benefit) and Equity Loss 99.3 115.6 453.4 159.4 Income Tax Expense (Benefit) (5.1) 8.3 (25.3) (31.0) Equity Loss of Unconsolidated Subsidiaries (8.2) (7.8) (200.6) (6.2) Net Income 96.2 99.5 278.1 184.2 Net Loss Attributable to Noncontrolling Interests (1.3) (1.2) (6.2) (5.5)
Earnings Attributable to AEP Common Shareholders
$ 100.7 $ 284.3 $ 189.7 Summary of MWhs Generated for Generation & Marketing Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 (in millions of MWhs) Fuel Type: Coal 1 1 3 3 Renewables 1 1 3 3 Total MWhs 2 2 6 6 44
--------------------------------------------------------------------------------
Third Quarter of 2022 Compared to Third Quarter of 2021
Reconciliation of Third Quarter of 2021 to Third Quarter
of 2022
Earnings Attributable to AEP Common Shareholders from
Generation & Marketing (in millions) Third Quarter of 2021$ 100.7 Changes in Gross Margin: Merchant Generation 4.5 Renewable Generation 19.2 Retail, Trading and Marketing (30.8) Total Change in Gross Margin (7.1) Changes in Expenses and Other: Other Operation and Maintenance (6.5) Depreciation and Amortization (2.0) Taxes Other Than Income Taxes (0.5) Interest and Investment Income 11.2 Non-Service Cost Components of Net Periodic Benefit Cost 1.3 Interest Expense (12.7) Total Change in Expenses and Other (9.2) Income Tax Expense 13.4 Equity Earnings (Loss) of Unconsolidated Subsidiaries (0.4) Net Income Attributable to Noncontrolling Interests 0.1 Third Quarter of 2022$ 97.5
The major components of the decrease in Gross Margin, defined as revenues less the related direct cost of fuel, including consumption of chemicals and emissions allowances, purchased electricity and certain cost of service for retail operations were as follows:
•Merchant Generation increased$5 million primarily due to higher market prices. •Renewable Generation increased$19 million primarily due to higher market prices atTexas wind facilities and new solar projects placed in service. •Retail, Trading and Marketing decreased$31 million due to lower gains from mark-to-market economic hedging activity.
Expenses and Other and Income Tax Expense changed between years as follows:
•Other Operation and Maintenance expenses increased$7 million primarily due to the installment sale of Amazon substations in 2021. •Interest and Investment Income increased$11 million primarily due to an increase in advances to affiliates. •Interest Expense increased$13 million due to higher interest rates in 2022. •Income Tax Expense decreased$13 million primarily due to a decrease in pretax book income, an increase in PTCs and a decrease in state income taxes. 45 --------------------------------------------------------------------------------
Nine Months Ended
Reconciliation of Nine Months Ended
Earnings Attributable to AEP Common Shareholders from
Generation & Marketing
(in millions) Nine Months Ended September 30, 2021$ 189.7 Changes in Gross Margin: Merchant Generation (6.1) Renewable Generation 35.2 Retail, Trading and Marketing 128.0 Total Change in Gross Margin 157.1 Changes in Expenses and Other: Other Operation and Maintenance 27.6 Gain on Sale of Mineral Rights 116.3 Depreciation and Amortization (9.1) Taxes Other Than Income Taxes (1.2) Interest and Investment Income 19.0 Non-Service Cost Components of Net Periodic Benefit Cost 3.9 Interest Expense (19.6) Total Change in Expenses and Other 136.9 Income Tax Benefit (5.7) Equity Earnings (Loss) of Unconsolidated Subsidiaries (194.4) Net Loss Attributable to Noncontrolling Interests 0.7 Nine Months Ended September 30, 2022$ 284.3
The major components of the increase in Gross Margin, defined as revenues less the related direct cost of fuel, including consumption of chemicals and emissions allowances, purchased electricity and certain cost of service for retail operations were as follows:
•Merchant Generation decreased$6 million primarily due to additional Cardinal plant outage days in 2022 and the sale ofRacine , partially offset by higher market prices. •Renewable Generation increased$35 million primarily due to higher market prices atTexas wind facilities and new solar projects placed in service. •Retail, Trading and Marketing increased$128 million due to higher mark-to-market economic hedge activity driven by higher commodity prices.
Expenses and Other, Income Tax Benefit and Equity Earnings (Loss) of Unconsolidated Subsidiaries changed between years as follows:
•Other Operation and Maintenance expenses decreased$28 million primarily due to higher land sales and the sale of renewable development projects. •Gain on Sale of Mineral Rights increased$116 million due to the current year sale of mineral rights. •Depreciation and Amortization expenses increased$9 million due to a higher depreciable base from increased investments in renewable energy assets. •Interest and Investment Income increased$19 million primarily due to an increase in advances to affiliates. •Non-Service Cost Components of Net Periodic Benefit Cost decreased$4 million primarily due to an increase in discount rates, an increase in the expected return on plan assets and favorable plan returns in 2021. •Interest Expense increased$20 million due to higher interest rates in 2022. 46 -------------------------------------------------------------------------------- •Income Tax Benefit decreased$6 million primarily due to an increase in pretax book income partially offset by an increase in PTCs and a favorable discrete tax adjustment in 2022. •Equity Earnings (Loss) of Unconsolidated Subsidiaries decreased$194 million primarily due to the impairment of AEP's investment inFlat Ridge 2Wind LLC . 47 --------------------------------------------------------------------------------
CORPORATE AND OTHER
Third Quarter of 2022 Compared to Third Quarter of 2021
Earnings Attributable to AEP Common Shareholders from Corporate and Other
decreased from a loss of
•A$195 million pretax loss related to the anticipated sale ofKentucky operations. •A$35 million increase in interest expense due to higher interest rates on short-term debt, an increase in advances from affiliates and an increase in long-term debt outstanding.
These items were partially offset by:
•A$28 million increase due to favorable changes in gains and losses from AEP's investment in ChargePoint. As ofAugust 2022 , AEP no longer has a direct investment in ChargePoint. •A$56 million decrease in Income Tax Expense primarily due to the following: •A$45 million decrease due to a loss on the anticipated sale ofKentucky operations. •A$15 million decrease due to a change in Parent Company Loss Benefit.
Nine Months Ended
Earnings Attributable to AEP Common Shareholders from Corporate and Other
decreased from a loss of
•A$263 million pretax loss related to the anticipated sale ofKentucky operations. •A$54 million increase in interest expense due to higher long-term debt outstanding and higher interest rates on short-term debt. •A$45 million decrease at EIS, primarily due to lower returns on investments and an increase in reserves. •A$24 million decrease in equity earnings. •A$22 million decrease due to unfavorable changes in gains and losses from AEP's investment in ChargePoint. As ofAugust 2022 , AEP no longer has a direct investment in ChargePoint.
These items were partially offset by:
•A$103 million decrease in Income Tax Expense primarily due to the following: •A$45 million decrease due to a loss on the anticipated sale ofKentucky operations. •A$29 million decrease due to a change in pretax book income. •A$33 million decrease due to Parent Company Loss Benefit.
AEP SYSTEM INCOME TAXES
Third Quarter of 2022 Compared to Third Quarter of 2021
Income Tax Expense decreased
Nine Months Ended
Income Tax Expense decreased$95 million primarily due to: •A$73 million decrease due to an increase in PTCs. •A$25 million decrease due to a decrease in pretax book income. •A$26 million decrease due to discrete adjustments, primarily driven by the remeasurement of state deferred taxes as a result of newly enactedWest Virginia andOklahoma state legislation in 2021. These decreases were partially offset by: •A$33 million increase due to a decrease in amortization of Excess ADIT. 48 --------------------------------------------------------------------------------
FINANCIAL CONDITION
AEP measures financial condition by the strength of its balance sheets and the liquidity provided by its cash flows.
LIQUIDITY AND CAPITAL RESOURCES
Debt and Equity Capitalization
September 30, 2022 December 31, 2021 (dollars in millions) Long-term Debt, including amounts due within one year (a)$ 35,050.1 56.3 %$ 33,454.5 57.0 % Short-term Debt 2,702.3 4.3 2,614.0 4.4 Total Debt 37,752.4 60.6 36,068.5 61.4 AEP Common Equity 24,278.2 39.0 22,433.2 38.2 Noncontrolling Interests 234.1 0.4 247.0 0.4 Total Debt and Equity Capitalization$ 62,264.7 100.0 %$ 58,748.7 100.0 % (a)Amount excludes$1.2 billion and$1.1 billion as ofSeptember 30, 2022 andDecember 31, 2021 , respectively, of Long-term Debt classified as Liabilities Held for Sale on the balance sheet. See "Disposition of KPCo and KTCo" section of Note 6 for additional information. AEP's ratio of debt-to-total capital decreased from 61.4% as ofDecember 31, 2021 to 60.6% as ofSeptember 30, 2022 primarily due to the settlement of the forward equity purchase contracts related to the 2019 Equity Units, partially offset by an increase in debt to support distribution, transmission and renewable investment growth. See "Equity Units" section of Note 12 for additional information.
Liquidity
Liquidity, or access to cash, is an important factor in determining AEP's financial stability. Management believes AEP has adequate liquidity. As ofSeptember 30, 2022 , AEP had$5 billion of revolving credit facilities to support its commercial paper program. Additional liquidity is available from cash from operations and a receivables securitization agreement. Management is committed to maintaining adequate liquidity. AEP generally uses short-term borrowings to fund working capital needs, property acquisitions and construction until long-term funding is arranged. Sources of long-term funding include issuance of long-term debt, leasing agreements, hybrid securities or common stock. AEP and its utilities finance its operations with commercial paper and other variable rate instruments that are subject to fluctuations in interest rates. To the extent that theFederal Reserve continues to raise short-term interest rates, it could reduce future net income and cash flows and impact financial condition. InFebruary 2021 , severe winter weather impacted certain AEP service territories resulting in disruptions to SPP market conditions. See Note 4 - Rate Matters for additional information. InMarch 2021 , AEP entered into a$500 million 364-day Term Loan and borrowed the full amount to help address the cash flow implications resulting from theFebruary 2021 severe winter weather event. InMarch 2022 , AEP extended the maturity date of the original 364-Day Term Loan toAugust 2022 . InAugust 2022 , AEP paid off the$500 million Term Loan. In 2022, increased fuel and purchased power prices continue to lead to an increase in under collection of fuel costs. As a result, inJuly 2022 , APCo and KPCo entered into term loans of$100 million and$75 million , respectively, to help address the cash flow implications of the increased fuel and purchased power costs. See "Deferred Fuel Costs" section of Executive Overview for additional information on how the registrants are addressing the increase in deferred fuel regulatory assets. InSeptember 2022 , the ODFA issued ratepayer-backed securitization bonds for the purpose of reimbursing PSO for$687 million of extraordinary fuel costs and purchases of electricity incurred during theFebruary 2021 severe winter weather event. See Note 4 - Rate Matters for additional information. 49 --------------------------------------------------------------------------------
Net Available Liquidity
AEP manages liquidity by maintaining adequate external financing commitments. As ofSeptember 30, 2022 , available liquidity was approximately$3.6 billion as illustrated in the table below: Amount
Maturity
Commercial Paper Backup: (in millions) Revolving Credit Facility$ 4,000.0 March 2027 (a) Revolving Credit Facility 1,000.0 March 2024 (a)
Cash and Cash Equivalents 522.2 Total Liquidity Sources 5,522.2 Less: AEP Commercial Paper Outstanding 1,952.3 Net Available Liquidity$ 3,569.9
(a)In
AEP uses its commercial paper program to meet the short-term borrowing needs of its subsidiaries. The program funds aUtility Money Pool , which funds AEP's utility subsidiaries; aNonutility Money Pool , which funds certain AEP nonutility subsidiaries; and the short-term debt requirements of subsidiaries that are not participating in either money pool for regulatory or operational reasons, as direct borrowers. The maximum amount of commercial paper outstanding during the first nine months of 2022 was$2.4 billion . The weighted-average interest rate for AEP's commercial paper during 2022 was 1.82%.
Other Credit Facilities
An uncommitted facility gives the issuer of the facility the right to accept or decline each request made under the facility. AEP issues letters of credit on behalf of subsidiaries under five uncommitted facilities totaling$400 million . The Registrants' maximum future payments for letters of credit issued under the uncommitted facilities as ofSeptember 30, 2022 was$310 million with maturities ranging fromOctober 2022 toAugust 2023 .
Securitized Accounts Receivables
AEP Credit's receivables securitization agreement provides a commitment of$750 million from bank conduits to purchase receivables and was amended inSeptember 2021 to include a$125 million and a$625 million facility. The$125 million facility was renewed inSeptember 2022 and amended to extend the expiration date toSeptember 2024 . The$625 million facility also expires inSeptember 2024 . As ofSeptember 30, 2022 , the affiliated utility subsidiaries are in compliance with all requirements under the agreement.
Debt Covenants and Borrowing Limitations
AEP's credit agreements contain certain covenants and require it to maintain a percentage of debt-to-total capitalization at a level that does not exceed 67.5%. The method for calculating outstanding debt and capitalization is contractually-defined in AEP's credit agreements. Debt as defined in the revolving credit agreement excludes securitization bonds and debt of AEP Credit. As ofSeptember 30, 2022 , this contractually-defined percentage was 57.7%. Non-performance under these covenants could result in an event of default under these credit agreements. In addition, the acceleration of AEP's payment obligations, or the obligations of certain of AEP's major subsidiaries, prior to maturity under any other agreement or instrument relating to debt outstanding in excess of$50 million , would cause an event of default under these credit agreements. This condition also applies in a majority of AEP's non-exchange-traded commodity contracts and would similarly allow lenders and counterparties to declare the outstanding amounts payable. However, a default under AEP's non-exchange-traded commodity contracts would not cause an event of default under its credit agreements.
The revolving credit facilities do not permit the lenders to refuse a draw on any facility if a material adverse change occurs.
50 --------------------------------------------------------------------------------Utility Money Pool borrowings and external borrowings may not exceed amounts authorized by regulatory orders and AEP manages its borrowings to stay within those authorized limits. ATM Program AEP participates in an ATM offering program that allows AEP to issue, from time to time, up to an aggregate of$1 billion of its common stock, including shares of common stock that may be sold pursuant to an equity forward sales agreement. There were no issuances under the ATM program for the nine months endedSeptember 30, 2022 . As ofSeptember 30, 2022 , approximately$511 million of equity is available for issuance under the ATM offering program. See Note 12 - Financing Activities for additional information.
Equity Units
InAugust 2020 , AEP issued 17 million Equity Units initially in the form of corporate units, at a stated amount of$50 per unit, for a total stated amount of$850 million . Net proceeds from the issuance were approximately$833 million . Each corporate unit represents a 1/20 undivided beneficial ownership interest in$1,000 principal amount of AEP's 1.30% Junior Subordinated Notes due in 2025 and a forward equity purchase contract which settles after three years in 2023. The proceeds were used to support AEP's overall capital expenditure plans. InMarch 2019 , AEP issued 16.1 million Equity Units initially in the form of corporate units, at a stated amount of$50 per unit, for a total stated amount of$805 million . Net proceeds from the issuance were approximately$785 million . Each corporate unit represents a 1/20 undivided beneficial ownership interest in$1,000 principal amount of AEP's 3.40% Junior Subordinated Notes due in 2024 and a forward equity purchase contract which settled after three years in 2022. The proceeds from this issuance were used to support AEP's overall capital expenditure plans including the acquisition ofSempra Renewables LLC . InJanuary 2022 , AEP successfully remarketed the notes on behalf of holders of the corporate units and did not directly receive any proceeds therefrom. Instead, the holders of the corporate units used the debt remarketing proceeds to settle the forward equity purchase contract with AEP. The interest rate on the notes was reset to 2.031% with the maturity remaining in 2024. InMarch 2022 , AEP issued 8,970,920 shares of AEP common stock and received proceeds totaling$805 million under the settlement of the forward equity purchase contract. AEP common stock held in treasury was used to settle the forward equity purchase contract.
See Note 12 - Financing Activities for additional information.
Dividend Policy and Restrictions
The Board of Directors declared a quarterly dividend of$0.83 per share inOctober 2022 . Future dividends may vary depending upon AEP's profit levels, operating cash flow levels and capital requirements, as well as financial and other business conditions existing at the time. Parent's income primarily derives from common stock equity in the earnings of its utility subsidiaries. Various financing arrangements and regulatory requirements may impose certain restrictions on the ability of the subsidiaries to transfer funds to Parent in the form of dividends. Management does not believe these restrictions will have any significant impact on its ability to access cash to meet the payment of dividends on its common stock. See "Dividend Restrictions" section of Note 12 for additional information. Credit Ratings AEP and its utility subsidiaries do not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit downgrade, but its access to the commercial paper market may depend on its credit ratings. In addition, downgrades in AEP's credit ratings by one of the rating agencies could increase its borrowing costs. Counterparty concerns about the credit quality of AEP or its utility subsidiaries could subject AEP to additional collateral demands under adequate assurance clauses under its derivative and non-derivative energy contracts. 51
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