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SEC Comment Letter for AMERICAN ELECTRIC POWER CO INC (AEP) (CIK 0000004904) (AEP) — May 4, 2012

AMERICAN ELECTRIC POWER CO INC (AEP) (CIK 0000004904)
Date: May 4, 2012 · CIK: 0000004904 · Accession: 0000000000-12-023398

AI Filing Summary & Sentiment

Date
May 4, 2012
Author
Accounting Branch Chief
Form
UPLOAD
Company
AMERICAN ELECTRIC POWER CO INC (AEP) (CIK 0000004904)

Letter

May 4, 2012 Via E-mail Brian X. Tierney Executive Vice President and Chief Financial Officer American Electric Power Company, Inc. 1 Riverside Plaza Columbus, Ohio 43215 Re: American Electric Power Company, Inc. Form 8-K Filed April 20, 2012 File No. 1-3525

Dear Mr. Tierney: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with informati on so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comment applies to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to this comment, we may have additional comments.

Form 8-K filed April 20, 2012

Exhibit 99.1

1. Your discussion focuses on ongoing earnings, a non-GAAP measure. Whenever one or more non-GAAP measures is discussed, Item 10(e)(i)(A) of Regul ation S-K requires inclusion of the most directly related GAAP measure with eq ual or greater prominence. Refer to Instruction 2 of Item 2.02 of Form 8-K and Item 10(e)(i)(A) of Regulation S-K. In addition, you present full non-GAAP utility op eration income statements. Presenting a full non-GAAP income statement may atta ch undue prominence to the non-GAAP information. Refer to Question 102.10 of our Compliance and Disclosu re Interpretations related to Non-GAAP Financial Measures. Pl ease tell how you plan to consider the above referenced guidance in future earnings discussions. 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

Brian X. Tierney American Electric Power Company, Inc. May 4, 2012 Page 2

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. In responding to our comments, please provi de a written statement from the company acknowledging that:  the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.

You may contact Adam Phippe n, Staff Accountant, at ( 202) 551-3336 or me at (202) 551-3344 if you have questions regarding our comment or any other questions.

Sincerely,
/s/ Jim Allegretto for
William H. Thompson
Accounting Branch Chief
cc: David M. Feinberg Senior Vice President, Ge neral Counsel and Secretary

Show Raw Text
May 4, 2012
 Via E-mail

Brian X. Tierney Executive Vice President and Chief Financial Officer American Electric Power Company, Inc. 1 Riverside Plaza Columbus, Ohio 43215
Re: American Electric Power Company, Inc.
Form 8-K Filed April 20, 2012 File No. 1-3525

Dear Mr. Tierney:
 We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with informati on so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.

Form 8-K filed April 20, 2012

 Exhibit 99.1

1. Your discussion focuses on ongoing earnings, a non-GAAP measure.  Whenever one or
more non-GAAP measures is discussed, Item 10(e)(i)(A) of Regul ation S-K  requires
inclusion of the most directly  related GAAP measure with eq ual or greater prominence.
Refer to Instruction 2 of Item 2.02 of Form 8-K and Item 10(e)(i)(A) of Regulation S-K.
In addition, you present full non-GAAP utility op eration income statements.  Presenting a
full non-GAAP income statement may atta ch undue prominence to the non-GAAP
information.  Refer to Question 102.10 of our Compliance and Disclosu re Interpretations
related to Non-GAAP Financial Measures.  Pl ease tell how you plan  to consider the
above referenced guidance in future earnings discussions.
  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

Brian X. Tierney American Electric Power Company, Inc. May 4, 2012 Page 2

 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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Adam Phippe n, Staff Accountant, at ( 202) 551-3336 or me at (202)
551-3344 if you have questions regarding our comment or any other questions.

Sincerely,
    /s/ Jim Allegretto for
 William H. Thompson
Accounting Branch Chief
  cc:  David M. Feinberg  Senior Vice President, Ge neral Counsel and Secretary