SecProbe.io

January 29, 2025
Charles E. Zebula
Chief Financial Officer
Kentucky Power Company
1 Riverside Plaza
Columbus, Ohio 43215
Matthew D. Fransen
Manager
Kentucky Power Cost Recovery LLC
1645 Winchester Avenue
Ashland, Kentucky 41101
Re:Kentucky Power Company
Kentucky Power Cost Recovery LLC
Registration Statement on Form SF-1
Filed January 2, 2025
File Nos. 333-284112 and 333-284112-01
Dear Charles E. Zebula and Matthew D. Fransen:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form SF-1
General
We note your statements throughout the registration statement that you are not an
asset-backed issuer and that the Bonds are not asset-backed securities, as such terms
are defined in Item 1101 of Regulation AB, and that the Cost Recovery Property is not
a receivable or a pool of receivables.  Further, we note your statements throughout
expressing your disagreement with the conclusion of the Division of Corporation 1.

January 29, 2025
Page 2
Finance's Compliance and Disclosure Interpretations Section 112.01 (Form Eligibility
for Public Utility Securitizations) (“C&DI 112.01”) that securities such as the Bonds
are asset-backed securities. C&DI 112.01 states that public utility securitizations
structured as series trusts, such as yours, are asset-backed securities under Exchange
Act Section 3(a)(79) and that such series trust issuers should refrain from making
statements in their filings that they are not asset-backed issuers or that their securities
are not asset-backed securities. Accordingly, please revise your registration statement
to remove all disclosure that states or suggests, directly or indirectly, that you are not
an asset-backed issuer and that the Bonds are not asset-backed securities (including,
without limitation, that the Cost Recovery Property is not a receivable or a pool of
receivables).  Refer to C&DI 112.01.
Cover Page
2.We note here and throughout the registration statement that you refer to the issuing
entity, Kentucky Power Cost Recovery LLC, as the “issuer” of the Bonds. Please note
that the issuer of asset-backed securities is the depositor for a particular issuing entity,
and not the issuing entity itself. Please replace references to “issuer” throughout the
registration statement with references to the issuing entity. Refer to Securities Act
Rule 191.
3.Please revise to include a clear statement on the cover page that the securities
represent the obligations of the issuing entity only and do not represent the obligations
of or interest in the sponsor, depositor or any of their affiliates. Refer to Item 1102(d)
of Regulation AB.
4.Please disclose on the cover page that the true-up mechanism, as well as the funds
held in the general, excess funds, and capital subaccounts held under the indenture,
serve as credit enhancement for the Bonds. Additionally, please revise your disclosure
throughout the prospectus to clarify that the true-up mechanism and the funds in the
accounts held under the indenture are credit enhancement for the Bonds. Please refer
to Items 1102(h) and 1114 of Regulation AB.
Prospectus Summary of Terms
Additional Series, page 16
5.We note your disclosure here and elsewhere in the form of prospectus that you may
issue additional series of bonds which will be secured by new cost recovery property.
Please confirm that any additional issuance of securities issued by the issuing entity
will be registered on separate registration statements or exempt.
Key Questions and Answers Regarding the Bonds and the True-Up Mechanism, page 17
6.We note, in the answer to question 1, your statement that the Bonds are corporate
securities, to attempt to distinguish them from asset-backed securities.  As the
Division of Corporation Finance has stated that securities such as the Bonds are asset-
backed securities, your conclusion that the Bonds are corporate securities is
inaccurate.  Please delete question 1 and the related answer.  Refer to C&DI 112.01.
Additionally, for the reasons provided in Comment 1 above, please delete questions 4
and 5 and the related answers.

January 29, 2025
Page 3
Risk Factors , page 22
7.We note your risk factor discussion beginning on page 22 is longer than 15 pages.
Please revise your form of prospectus to include a risk factor summary, as required by
Item 105(b) of Regulation S-K.
Changes to billing and collection practices might reduce the value of your investment in the
Bonds, page 28
8.We note your disclosure that “the servicer may change billing and collection
practices, which might adversely impact the timing and amount of retail customer
payments and might reduce charge collections, thereby limiting [the servicer’s] ability
to make scheduled payments on the Bonds until any resulting undercollections can
be trued-up and recovered from other retail customers.”  Similarly, you state that the
Kentucky Public Service Commission might also require changes to these practices.
Please tell us what ongoing information you will provide to investors regarding
changes to servicing practices that impact bond payments and the true-up adjustments
including, but not necessarily limited to, reports on Form 10-D.
We and other affiliates of Kentucky Power Company may issue additional bonds, page 34
9.We note your use throughout the form of prospectus of the term "securitized bonds"
which you define here only by reference to the Kentucky Utilities Act.  Please provide
a complete definition in your form of prospectus.
Security for the Bonds
Pledge of Collateral, page 87
10.We note your disclosure here and elsewhere throughout your form of prospectus that,
in addition to the recovery property, payment of principal and interest on the Bonds
will also be secured by “the collection account for the Bonds and all subaccounts of
the collection account, and all amounts of cash, instruments, investment property or
other assets on deposit therein or credited thereto from time to time and all financial
assets and securities entitlements carried therein or credited thereto.” Please confirm
whether any of the underlying collateral will consist of securities for purposes of
Securities Act Rule 190.
The Servicing Agreement
Servicing Compensation, page 107
11.We note your disclosure that, in addition to receiving an annual servicing fee, the
servicer will be entitled to receive reimbursement of out-of-pocket third-party
expenses. We are unable to locate additional disclosure in the form of prospectus with
respect to the expected amount of such out-of-pocket expenses or whether there are
any restrictions or limits on such out-of-pocket expenses. Please revise.
Legal Proceedings, page 131
We note your disclosure that there are no legal or governmental proceedings pending
against the transaction parties other than as disclosed elsewhere in the prospectus. As
an aid to investors, please include cross references to any section of the prospectus 12.

January 29, 2025
Page 4
that includes relevant disclosure related to such proceedings or otherwise include such
disclosure in this section.
Part II - Information Not Required in Prospectus
Item 14. Exhibits, page II-3
13.We note references throughout your form of prospectus to the "KPCo Receivables
Purchase Agreement," the "KPCo Receivables Agency Agreement," and the "AEP
Receivables Purchase Agreement," but do not see these agreements included in your
exhibit list. Please include these agreements as exhibits to the registration statement.
14.We note your disclosure on page 138 of the form of prospectus that certain legal
matters relating to the Bonds will be passed on by Richards, Layton & Finger, special
Delaware counsel to Kentucky Power Cost Recovery LLC. Please revise to include
such opinion on your exhibit list and file such opinion as an exhibit to your
registration statement. Refer to Item 601(b)(5) of Regulation S-K and Section II.B.1.e.
of the Division of Corporation Finance Staff Legal Bulletin No. 19 (Legality and Tax
Opinions in Registered Offerings).
15.Please file your remaining exhibits with your next amendment. Refer to Item 1100(f)
of Regulation AB and Item 601 of Regulation S-K.
Item 15. Undertakings , page II-4
16.Please revise to include the undertakings under Items 512(b), 512(j), and 512(k) of
Regulation S-K. We note that the undertaking under Item 512(b) of Regulation S-K is
found separately on page II-3; however, to avoid confusion, please include all
undertakings under Item 15.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Hodan Siad at 202-679-7829 or Arthur Sandel at 202-551-3262 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance