aep8k12102008.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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Date
of report (Date of earliest event reported)
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December
10, 2008
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AMERICAN
ELECTRIC POWER COMPANY, INC.
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(Exact
Name of Registrant as Specified in Its Charter)
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1-3525
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New
York
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13-4922640
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(Commission
File Number)
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(State
or Other Jurisdiction of Incorporation)
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(IRS
Employer Identification No.)
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1
Riverside Plaza, Columbus, OH
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43215
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction
A.2. below):
[
] Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
7.01 Regulation FD
Disclosure
Representatives
of American Electric Power Company, Inc. (the “Company”) will be conducting
meetings with investors during the period of December 10, 2008 through December
15, 2008. The Company is giving notice of the fact that during the
course of those meetings, the Company will reaffirm its prior guidance of
on-going earnings of $3.15 to $3.25 per share for the 2008 fiscal year, as most
recently stated in a Form 8-K the Company filed with the Securities and Exchange
Commission on October 31, 2008 in connection with its third quarter earnings
press release. The Company is giving further notice of the fact that
during the course of those meetings, it will reaffirm its prior guidance of
on-going earnings of $3.00 to $3.40 per share for the 2009 fiscal
year.
AEP’s
management believes that the Company’s ongoing earnings, or GAAP earnings
adjusted for certain items as described in the press release, provide a more
meaningful representation of the Company’s performance. AEP uses
ongoing earnings as the primary performance measurement when communicating with
analysts and investors regarding its earnings outlook and
results. The Company also uses ongoing earnings data internally to
measure performance against budget and to report to AEP’s board of
directors.
This
report made by AEP contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934. Although AEP
believes that its expectations are based on reasonable assumptions, any such
statements may be influenced by factors that could cause actual outcomes and
results to be materially different from those projected. Among the
factors that could cause actual results to differ materially from those in the
forward-looking statements are:
Electric load and customer growth;
weather conditions, including storms; available sources and costs of, and
transportation for, fuels and the creditworthiness of fuel suppliers and
transporters; availability of generating capacity and the performance of AEP’s
generating plants; the ability to recover regulatory assets and stranded costs
in connection with deregulation; the ability to recover increases in fuel and
other energy costs through regulated or competitive electric rates; the ability
to build or acquire generating capacity when needed at acceptable prices and
terms and to recover those costs through applicable rate cases; new legislation,
litigation and government regulation including requirements for reduced
emissions of sulfur, nitrogen, mercury, carbon and other substances; timing and
resolution of pending and future rate cases, negotiations and other regulatory
decisions (including rate or other recovery for new investments, transmission
service and environmental compliance); resolution of litigation (including
pending Clean Air Act enforcement actions and disputes arising from the
bankruptcy of Enron Corp.); AEP’s ability to constrain its operation and
maintenance costs; AEP’s ability to sell assets at acceptable prices and on
other acceptable terms, including rights to share in earnings derived from the
assets subsequent to their sale; the economic climate and growth in its service
territory and changes in market demand and demographic patterns; inflationary
trends; its ability to develop and execute a strategy based on a view regarding
prices of electricity, natural gas and other energy-related commodities; changes
in the creditworthiness and number of participants in the energy trading market;
changes in the financial markets, particularly those affecting the availability
of capital and AEP’s ability to refinance existing debt at attractive rates;
actions of rating agencies, including changes in the ratings of debt; volatility
and changes in markets for electricity, natural gas and other energy-related
commodities; changes in utility regulation,
including membership and integration into regional transmission structures;
accounting pronouncements periodically issued by accounting standard-setting
bodies; the performance of AEP’s pension and other postretirement benefit plans;
prices for power that AEP generates and sells at wholesale; changes in
technology, particularly with respect to new, developing or alternative sources
of generation and other risks and unforeseen events, including wars, the effects
of terrorism (including increased security costs), embargoes and other
catastrophic events.
The registrants expressly disclaim
any obligation to update any forward-looking information.
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
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AMERICAN
ELECTRIC POWER COMPANY, INC.
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By:
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/s/ Thomas G. Berkemeyer
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Name:
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Thomas
G. Berkemeyer
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Title
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Assistant
Secretary
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December
10, 2008