Mail Stop 0308
March 30, 2005
via U.S. mail and facsimile
Ms. Susan Tomasky
Chief Financial Officer
American Electric Power Company, Inc.
1 Riverside Plaza
Columbus, OH 43215
RE: AEP Generating Company, File No. 0-18135
AEP Texas Central Company, File No. 0-346
AEP Texas North Company, File No. 0-340
Appalachian Power Company , File No. 1-3457
Columbus Southern Power Company, File No. 1-2680
Indiana Michigan Power Company, File No. 1-3570
Kentucky Power Company, File No. 1-6858
Ohio Power Company, File No. 1-6543
Public Service Company of Oklahoma, File No. 0-343
Southwestern Electric Power Company, File No. 1-3146
Form 10-K for the fiscal year ended December 31, 2004
Filed March 2, 2005
Dear Ms. Tomasky:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the fiscal year ended December 31, 2004
General
1. Unless otherwise indicated, where a comment below requests
additional disclosures or other revisions to be made, these
revisions
should be included in your future filings, as applicable.
Although
each comment has been issued only once, the comments below may be
applicable to each registrant reviewed.
2. We note references throughout the filing regarding coal
reserves;
however, you do not disclose reserve quantity estimates or any
information about the reserves. We note you sold AEP Coal, Inc.
in
March 2004. As such, if you do not continue to own any interests
in
coal reserves, please clarify in future filings. Otherwise,
please
supplementally tell us the location of any interests in coal mines
or
properties for each affiliate, including quantities of estimated
reserves. Also provide an analysis of the materiality of any
mineral
property holdings relative to your total assets, revenues and
income
for the past three years for each registrant. Finally, explain to
us
how coal sales to affiliates are treated for rate making purposes.
Item 9A. Controls and Procedures
3. Please amend your Form 10-K to incorporate the following
changes
to your Item 9A. Controls and Procedures:
(a) We note your disclosure that your disclosure controls and
procedures have been designed to ensure that "this information is
recorded, processed, summarized, evaluated, and reported, as
applicable, within the time periods specified in the SEC`s rules
and
forms." As you have included a portion of the definition of
disclosure controls and procedures in your disclosure, you must
include the entire definition. As such, revise to clarify, if
true,
that your disclosure controls and procedures are also designed to
ensure that information required to be disclosed in the reports
that
you file or submit under the Exchange Act is accumulated and
communicated to your management, including your CEO and CFO, to
allow
timely decisions regarding required disclosure. See Exchange Act
Rule 13a-15(e).
(b) Please revise to provide an unqualified conclusion as to
whether
there were any changes in your internal control over financial
reporting during your most recent fiscal quarter that have
materially
affected, or are reasonably likely to materially affect, your
internal control over financial reporting. Your current
conclusion,
which includes qualifying language, is not sufficient in this
regard.
Further, you state that there were no significant changes in your
internal controls that have materially affected these controls
subsequent to the date of your evaluation. However, Item 308(c)
of
Regulation S-K requires that you disclose any change in your
internal
control over financial reporting identified in connection with the
evaluation required by paragraph (d) of Exchange Act Rules 13a-15
or
15d-15 that occurred during your last fiscal quarter that has
materially affected, or is reasonably likely to materially affect,
your internal control over financial reporting. Revise your
disclosures accordingly. Finally, refer to internal control over
financial reporting defined in Exchange Act Rules 13a-15(f) and
15d-
15(f), rather than the incorrect location you refer to now. See
Item
308 of Regulation S-K.
2004 Annual Reports
AEP Generating Company
Management`s Narrative Financial Discussion and Analysis
Contractual Cash Obligations
4. Please revise your table of contractual cash obligations to
include long-term debt as required by Item 303(a)(5) of Regulation
S-
K. Further, we note per review of your balance sheet that you
have
approximately $12.5 million in capital lease obligations as of
December 31, 2004. However, your table of contractual cash
obligations includes total obligations of $22.9 million. Please
supplementally reconcile this difference. Finally, consider
revising
your table to include the following:
(a) Estimated interest payments on your debt;
(b) Estimated payments under interest rate swap agreements; and
(c) Planned funding of pension and other postretirement benefit
obligations.
Because the table is aimed at increasing transparency of cash
flow,
we believe these payments could be included in the table. If you
choose not to include these payments, a footnote to the table
should
clearly identify the excluded items and provide any additional
information that is material to an understanding of your cash
requirements. See Section IV.A and footnote 46 to the
Commission`s
MD&A Guidance issued December 19, 2003, available at www.sec.gov.
Balance Sheets
5. You enumerate the registrant subsidiaries that have cost-based
rate regulated operations in Note 1, Revenue Recognition-
Regulatory
Accounting, and AEPGCo is not included. It is not clear whether
AEPGCo has cost-based rate regulated operations based on this
disclosure. Your description of the FERC approved agreements
suggests
recovery of costs including a return. We assume since you present
both regulatory assets and liabilities on the balance sheet,
AEPGCo
applies SFAS 71. Please explain in detail how you meet the scope
criteria of paragraph 5 of SFAS 71. Further, using the guidance
provided in paragraphs 9 and 11, please explain why you concluded
these regulatory assets and liabilities exist. Finally, if AEPGCo
is
cost-based rate regulated, explain to us why the achieved rate of
return appears low. You may want to give us a background along
with
the actual "FERC approved rate of return" and the achieved rate of
return for the past 3 years.
Notes to Financial Statements of Registrant Subsidiaries
General
6. We assume employees of AEP subsidiaries receive stock options
from
American Electric Power, Inc. We further assume such registrant
subsidiaries are applying the guidance in paragraph 14 of FIN 44.
If so, tell us why you did not provide all disclosures required by
paragraphs 46-48 of SFAS 123. If you agree that such disclosures
are
necessary, please also provide the disclosures required by
paragraph
45 of SFAS 123, as amended by paragraph 2.e of SFAS 148 under
"Summary of Significant Accounting Policies" in Note 1. See
paragraph 15 of SFAS 123.
Note 1. Organization and Summary of Significant Accounting
Policies
Property, Plant and Equipment and Equity Investments
7. Please disclose accumulated depreciation associated with your
regulated and unregulated assets separately. You may do this
parenthetically. If you believe your existing disclosures meet
this
requirement, please explain. Additionally, please disclose the
service life and balance for each material category of unregulated
assets. See Rule 5-02.13 of Regulation S-X.
Note 6. Customer Choice and Industry Restructuring
Texas Restructuring
8. As a result of their failure to sell 15% of their generating
capacity at state-mandated auctions, we note that Centerpoint was
required to adjust their net true-up regulatory assets. However,
you
state that due to different facts and circumstances, you have not
recorded any provisions to reflect a similar adverse adjustment.
Please supplementally explain in detail the specific facts and
circumstances that led you to conclude that an adjustment is not
required. In doing so, please provide us with some quantification
of
the adjustment should the PUCT determine that you did not meet the
requirement to auction 15% of your generating capacity.
9. We note that you recognized in 2004 income the debt component
of
$302 million in carrying costs for the period January 1, 2002
through
December 31, 2004 while you will recognize the remaining equity
component of $168 million, relating to the same period, in income
as
collected. Please explain the reason for the disparity in
accounting
treatment.
Michigan Restructuring
10. You indicate that customer choice commenced in Michigan on
January 1, 2002; yet, it appears generation in Michigan continues
to
be cost-based regulated. Given the passage of restructuring
legislation and using guidance in EITF 97-4, please explain in
detail
why you believe SFAS 71 remains applicable for generation in
Michigan. In this regard, please explain to us the specific
provisions of the restructuring legislation in Michigan and
whether
any further actions, other than unbundling, will occur. Further,
help us understand how each component of unbundled rates will be
determined on an on-going basis and why I&M`s rates for generation
are considered to be cost-based determined.
Note 10. Dispositions, Impairments, Assets Held for Sale and
Assets
Held and Used
11. We note that the generation assets and liabilities of TCC are
classified as held for sale on the balance sheet. In this regard,
please explain why the results of operations of the generation
business are not reported in discontinued operations in the
statement
of income. See paragraphs 41-44 of SFAS 144.
Note 12. Business Segments
12. Based on your disclosure that "operations are managed on an
integrated basis," we assume you consider your regulated and
unregulated businesses to be one operating segment as defined by
paragraph 10 of SFAS 131. However, we have noted that many
utilities
separate their business into regulated and unregulated segments.
Please address each of the sub-paragraphs of paragraph 10 of SFAS
131
in explaining the business reason(s) for your segment treatment.
In
doing so, for each registrant with an unregulated generation
business, supplementally provide us with a detailed description of
the reports reviewed by the chief operating decision maker in
deciding how resources will be allocated to the segment and to
assess
its performance. Please ensure you fully explain to us how such
reports are used. Finally, cite examples of other utilities that
include regulated and unregulated utility operations within one
segment.
Note 14. Income Taxes
13. Please explain your basis under paragraph 40 of SFAS 109 for
allocating the tax loss of the parent company to its subsidiaries
with taxable income. In this regard, please tell us the amount of
the loss allocated to each subsidiary for each period presented
and
the allocation method used. Finally, your disclosure suggests but
for allocation of the parent company`s tax loss, your method
"approximates" the separate return method. Tell us why it only
"approximates" rather than reflects the method.
* * * *
As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. Please furnish a letter that keys your responses
to
our comments and provides any requested supplemental information.
Detailed response letters greatly facilitate our review. Please
file
your response letter on EDGAR. Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. 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 connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure 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
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Sarah Goldberg, Staff Accountant, at (202)
942-
1889, or me at (202) 942-1885 if you have questions regarding
comments on the financial statements and related matters.
Sincerely,
Jim Allegretto
Senior Assistant Chief
Accountant
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Ms. Tomasky
March 30, 2005
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