SEC Comment Letter for AMERICAN ELECTRIC POWER CO INC (AEP) (CIK 0000004904) (AEP) — Aug 10, 2010
AMERICAN ELECTRIC POWER CO INC (AEP) (CIK 0000004904)
Date: Aug. 10, 2010 · CIK: 0000004904 · Accession: 0000000000-10-045530
AI Filing Summary & Sentiment
File numbers found in text: 001-03457, 001-03525, 001-06543
Referenced dates: June 24, 2010
Show Raw Text
August 10, 2010 Michael G. Morris Chief Executive Officer American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company 1 Riverside Plaza Columbus, Ohio 43215 Re: American Electric Power Company, Inc. Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 Definitive Proxy Statement on Schedule 14A Filed March 15, 2010 File No. 001-03525 Appalachian Power Company Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 Definitive Information St atement on Schedule 14A Filed March 19, 2010 File No. 001-03457 Ohio Power Company Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 Definitive Information St atement on Schedule 14A Filed March 19, 2010 File No. 001-06543 Columbus Southern Power Company Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 File No. 001-06543 Indiana Michigan Power Company Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 File No. 001-06543 Public Service Company of Oklahoma Form 10-K for the Fiscal Year Ended December 31, 2009 Michael G. Morris American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company August 10, 2010 Page 2 Filed February 26, 2010 File No. 001-06543 Southwestern Electric Power Company Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 File No. 001-06543 Dear Mr. Morris: We have reviewed your responses and ha ve the following comments. You should comply with the comments in all future filings, as applicable. Please confirm in writing that you will do so and also explain to us in sufficient de tail for an understanding of the disclosure how you intend to comply by providing us with your proposed revisions. In some of our comments, we may ask you to provide us with informati on so we may better unders tand your disclosure. Please respond to this letter within te n business days by providing the requested information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circum stances, please tell us why in your response. After reviewing the information you provide in response to these comments, we may have additional comments. General 1. We note the acknowledgements provided by Am erican Electric Power Company, Inc. in the penultimate paragraph in your response letter. Pl ease also provide such acknowledgements from each of Appalachian Power Company, Ohio Power Company, Columbus Southern Power Company, Indiana Michigan Power Company, Public Service Company of Oklahoma and Southwestern Electric Power Company. Michael G. Morris American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company August 10, 2010 Page 3 Form 10-K for Fiscal Year Ended December 31, 2009 Exhibit 13. 2009 Annual Reports American Electric Power Company, Inc. and Subsidiary Companies Consolidated Financial Statements, page A-40 Notes to Consolidated Financial Statements, page A-46 Note 14. Financing Activities, page A-116 Dividend Restrictions, page A-119 2. We reviewed your response to comment six in our letter dated June 24, 2010. We understand that in considering paragraphs (e)( 3)(i) and (ii) of Rule 4-08 of Regulation S- X and Schedule I required by Rule 5-04 of Regul ation S-X you conclude d that restricted nets assets include the par value of common st ock, preferred stock and restricted retained earnings per debt agreements. Rule 4-08(e)(3) requires the determination of restricted net assets, as opposed to restri cted retained earnings, of c onsolidated and unconsolidated subsidiaries and the parent’s equity in undistributed ear nings of 50% or less owned persons accounted for by the equity method. Considering the leve rage restrictions contained in the credit agreements of your s ubsidiaries, please reconsider whether your computation of restricted net assets comp lies with paragraph (e)(3) of Rule 4-08 and whether you should provide the disclosures re quired by paragraphs (e)(3)(i) and (ii) of Rule 4-08 of Regulation S-X a nd Schedule I required by Rule 5- 04 of Regulation S-X. If you believe your computation of restricted net assets complies with Rule 4-08(e)(3) of Regulation S-X please advise in further detail. Appalachian Power Company Definitive Information Statement on Schedule 14C Ohio Power Company Definitive Information Statement on Schedule 14C Director Nomination Process, page 4 3. We note your response to comment 17 in our letter dated June 24, 2010 and understand that AEP has the voting power sufficient to elect the directors of APC and OPC. However, please revise your disclosure to describe the process by which the boards of directors of each of APC and OPC identify and evaluate nominees for director. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Michael G. Morris American Electric Power Company, Inc. Appalachian Power Company Ohio Power Company August 10, 2010 Page 4 You may contact Adam Phi ppen, Staff Accountant, at (202) 551-3336 or Bill Thompson, Accounting Branch Chief, at (202) 551-3344 if you have questions regarding comments on the financial statements and related matters. Please contact Lilyanna L. Peyser , Attorney Advisor, at (202) 551-3222, Brigitte Lippmann, Special Coun sel, at (202) 551-3713, or me at (202) 551- 3720 with any other questions. Sincerely, H. Christopher Owings Assistant Director